0001140361-23-038382 | 10-Q | XBRL Viewer

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ACQUISITION (Details) $ in Thousands			3 Months Ended			6 Months Ended
ACQUISITION (Details) $ in Thousands	May 04, 2022 USD ($) Milestone	Nov. 05, 2021 USD ($) Milestone shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Acquisition [Abstract]
Payment of additional purchase price consideration						$ 0	$ 500
Payment of additional milestone-based consideration for first of two milestones						0	348
Gain on contingent consideration						$ (400)	107
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			$ 0		$ 1	$ 0	$ 26
Majelac [Member] \| Other Income (Expense), Net [Member]
Acquisition [Abstract]
Gain on contingent consideration			$ (400)			$ (400)

LEASES

6 Months Ended

Jun. 30, 2023

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 condensed consolidated balance sheets with right-of-use (“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 for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Operating lease cost	$	896	$	812	$	1,749	$	1,533
Short-term lease cost		110		108		239		212
Variable lease cost		287		315		681		601
Total lease cost	$	1,293	$	1,235	$	2,669	$	2,346

Other information related to operating leases as of June 30, 2023 and December 31, 2022 is as follows:

	June 30,			December 31,
	2023			2022
Weighted-average remaining lease term (years)		6.8			7.3
Weighted-average discount rate		7.9	%		7.9	%

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the six months ended June 30, 2023 and 2022:

	Six months ended June 30,
	2023		2022
Operating cash paid to settle operating lease liabilities	$	2,119	$	621

Right-of-use assets obtained in exchange for lease liabilities	$	83	$	9,338

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:

	Operating Leases
Remainder of 2023	$	2,179
2024		4,436
2025		4,527
2026		4,585
2027		4,549
Thereafter		13,027
Total undiscounted lease payments	$	33,303
Less: Imputed interest		7,988
Less: Lease incentives ⁽¹⁾		9,104
Total lease liabilities	$	16,211

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

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. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord contractually 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. From the total lease incentives, the Company has 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 condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Although the Company believes it is contractually entitled to the $9,104 of lease incentives, based on the current status of the litigation, the Company cannot determine the likely outcome or estimate the impact on such carrying values.

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Jun. 30, 2023
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”) (formerly HighCape Capital Acquisition Corp. (“HighCape”)) was incorporated in Delaware on June 10, 2020. The Company’s legal name became Quantum-Si Incorporated following a business combination between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) on June 10, 2021 (the “Business Combination”). 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.

EQUITY INCENTIVE PLAN, Restricted Stock Unit Activity (Details) - RSU Awards [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
RSU Activity [Abstract]
Stock-based compensation	$ (451)	$ 1,963	$ 1,178	$ (245)
Number of Shares Underlying RSUs [Roll Forward]
Outstanding non-vested RSUs, beginning balance (in shares)			2,018,449
Granted (in shares)			256,128
Vested (in shares)			(1,626,856)
Forfeited (in shares)			(178,229)
Outstanding non-vested RSUs, ending balance (in shares)	469,492		469,492
Weighted Average Grant-Date Fair Value [Abstract]
Outstanding non-vested RSUs, beginning balance (in dollars per share)			$ 8.41
Granted (in dollars per share)			1.56
Vested (in dollars per share)			8.56
Forfeited (in dollars per share)			6.8
Outstanding non-vested RSUs, ending balance (in dollars per share)	$ 4.79		$ 4.79
Chief Executive Officer [Member]
RSU Activity [Abstract]
Stock-based compensation	$ (451)			$ (245)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Sep. 09, 2020 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
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares) \| shares				0.33
Assets [Abstract]
Marketable securities	209,251	209,251	$ 266,990
Liabilities [Abstract]
Warrants	915	915	996
Recurring [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	82,781	82,781	83,079
Marketable securities	209,251	209,251	266,990
Total assets	292,032	292,032	350,069
Liabilities [Abstract]
Total liabilities	915	915	996
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	82,781	82,781	83,079
Marketable securities	209,251	209,251	266,990
Total assets	292,032	292,032	350,069
Liabilities [Abstract]
Total liabilities	881	881	958
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0	0
Marketable securities	0	0	0
Total assets	0	0	0
Liabilities [Abstract]
Total liabilities	0	0	0
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0	0
Marketable securities	0	0	0
Total assets	0	0	0
Liabilities [Abstract]
Total liabilities	34	34	38
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	881	881	958
Recurring [Member] \| Public Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	881	881	958
Recurring [Member] \| Public Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0	0
Recurring [Member] \| Public Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	0	0	0
Recurring [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	34	34	38
Recurring [Member] \| Private Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	0	0	0
Recurring [Member] \| Private Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0	0
Recurring [Member] \| Private Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	$ 34	$ 34	$ 38
Warrants [Member] \| Private Warrants [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.807	0.807	0.751
Warrants [Member] \| Private Warrants [Member] \| Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.045	0.045	0.041
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	11.5
Warrants [Member] \| Private Warrants [Member] \| Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input \| $ / shares	1.79	1.79	1.83
Warrants [Member] \| Private Warrants [Member] \| Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term of warrants	2 years 10 months 24 days	2 years 10 months 24 days	3 years 4 months 24 days

LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease-Related Costs [Abstract]
Operating lease cost	$ 896	$ 812	$ 1,749	$ 1,533
Short-term lease cost	110	108	239	212
Variable lease cost	287	315	681	601
Total lease cost	$ 1,293	$ 1,235	$ 2,669	$ 2,346

NET LOSS PER SHARE

6 Months Ended

Jun. 30, 2023

NET LOSS PER SHARE [Abstract]

NET LOSS PER SHARE

10. 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:

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Numerator
Net loss	$	(25,573	)	$	(32,414	)	$	(49,184	)	$	(67,589	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(25,573	)	$	(32,414	)	$	(49,184	)	$	(67,589	)
Denominator
Common stock		141,506,818			139,000,261			140,896,963			138,811,146
Denominator for basic and diluted EPS - weighted-average common stock		141,506,818			139,000,261			140,896,963			138,811,146
Basic and diluted net loss per share	$	(0.18	)	$	(0.23	)	$	(0.35	)	$	(0.49	)

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:

	June 30,
	2023		2022
Outstanding options to purchase common stock		27,194,585		12,881,414
Outstanding restricted stock units		469,492		2,137,296
Outstanding warrants		3,968,319		3,968,319
		31,632,396		18,987,029

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation and Principles of Consolidation

The accompanying condensed 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”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.

Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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 June 30, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. See Note 5 “Investments in Marketable Securities” in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding our realized losses on such accounts. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation.

Segment Reporting

The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment.

Reclassifications

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

Use of Estimates

The preparation of the condensed 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 condensed 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 allowance with respect to deferred tax assets;

●

inventory valuation;

●

assumptions used for leases;

●

valuation of warrant liabilities;

●

assumptions associated with revenue recognition; and

●

assumptions underlying the fair value used in the calculation of 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 condensed consolidated financial statements.

Inventory, Net

Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Inventory primarily consists of raw materials and finished goods of $1,134 and $834, respectively, as of June 30, 2023.

Materials that may be utilized for either research and development or, alternatively, for commercial purposes, are classified as inventory. Amounts in inventory that are used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance.

The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and, if needed, writes down any excess and obsolete inventory to its estimated net realizable value in the period it is identified. As of June 30, 2023, there were no write-downs recorded against inventory.

Capitalized Software Development Costs

The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized costs are recorded as Internally developed software in the condensed consolidated balance sheets. Amortization expense related to Internally developed software was $46 for the three and six months ended June 30, 2023. As of June 30, 2023 amortization expense is expected to be $180 for the remainder of the year ending December 31, 2023 and $360 and $133 for the years ending December 31, 2024 and 2025, respectively.

Revenue Recognition

The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales of instruments and consumables used in protein sequencing and analysis. Service revenue is primarily generated from service maintenance contracts including cloud access, proof of concept services and advanced training for instrument use. The Company recognizes revenue when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue as the performance obligations have been satisfied. Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company allocates transaction price to the performance obligations in a contract with a customer based on the relative standalone selling price of each performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information and specific factors such as competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.

The Company considers performance obligation for sales of products is satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this would include instruments and consumables. Customers generally do not have a right of return, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and are considered as service type warranties that effectively extend the standard first-year warranty coverage at the customer’s option, are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for proof of concept services and advanced training is recognized upon satisfaction of the underlying performance obligation. The Company typically provides a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year. The first year of the warranty of the products is considered an assurance-type warranty. The Company has determined that this standard first-year warranty is not a distinct performance obligation.

The Company disaggregates revenue from contracts with customers by type of revenue – products and services. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic sales for the three and six months ended June 30, 2023 was $102 and $356, respectively. Total revenue generated from international sales for the three and six months ended June 30, 2023 was $103.

Deferred Revenue

Deferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period.

Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s condensed consolidated balance sheets.

As of June 30, 2023, the Company had remaining performance obligations amounting to $176, $144 of which is included within Accrued expenses and other current liabilities and $32 is included within Other long-term liabilities in the Company’s condensed consolidated balance sheets. The Company expects to recognize approximately 78% of its remaining performance obligations as revenue for the remainder of the year ending December 31, 2023, and an additional 22% for the year ending December 31, 2024 and thereafter.

The amount of revenue recognized during the three and six months ended June 30, 2023 that was included in the deferred revenue balance of $73 at December 31, 2022 was $1 and $70, respectively.

Warranty

The Company provides a free 12-month assurance-type warranty to customers with the initial purchase of a PlatinumTM instrument. The cost of the warranty is accrued upon the initial sale of an instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets.

Shipping and Handling Costs

Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in Cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales.

Recently Issued Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

No new accounting pronouncements issued or effective during the three and six months ended June 30, 2023 had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

INVESTMENTS IN MARKETABLE SECURITIES	6 Months Ended
INVESTMENTS IN MARKETABLE SECURITIES	Jun. 30, 2023
INVESTMENTS IN MARKETABLE SECURITIES [Abstract]
INVESTMENTS IN MARKETABLE SECURITIES	5. INVESTMENTS IN MARKETABLE SECURITIES For the three and six months ended June 30, 2023, the Company reported unrealized gains of $1,239 and $6,349, respectively, related to securities held as of June 30, 2023. Realized losses related to securities that were sold during the three and six months ended June 30, 2023 were $2,420 and $4,588, respectively. For the three and six months ended June 30, 2023, the Company recognized $2,483 and $4,702, respectively, in dividend income from marketable securities. For the three and six months ended June 30, 2022, the Company reported unrealized losses of $4,633 and $16,144, respectively, related to securities held as of June 30, 2022. Realized losses related to securities that were sold during the three and six months ended June 30, 2022 were $1,001 and $1,051, respectively. For the three and six months ended June 30, 2022, the Company recognized $1,052 and $1,907, respectively, in dividend income from marketable securities.

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	$ 0	$ 0	$ 0	$ 0
Licenses Related to Certain Intellectual Property [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	213		213
Licenses Related to Certain Intellectual Property [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Accrued payments	$ 112		$ 112

INCOME TAXES (Details)	3 Months Ended		6 Months Ended
INCOME TAXES (Details)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
INCOME TAXES [Abstract]
Estimated annual effective tax rate	0.00%	0.00%	0.00%	0.00%
Federal statutory rate	21.00%	21.00%	21.00%	21.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2023

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

4. 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 three and six months ended June 30, 2023.

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 Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented as Warrant liabilities on the condensed 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 condensed consolidated statements of operations and comprehensive loss.

The Public Warrants and Private Warrants were carried at fair value as of June 30, 2023 and December 31, 2022. 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 June 30, 2023, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 80.7%, (ii) risk-free interest rate of 4.50%, (iii) strike price of $11.50, (iv) fair value of common stock of $1.79, and (v) expected life of 2.9 years. 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.

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
June 30, 2023:
Assets:
Cash and cash equivalents - Money Market	$	82,781	$	82,781	$	-	$	-
Marketable securities		209,251		209,251		-		-
Total assets at fair value on a recurring basis	$	292,032	$	292,032	$	-	$	-

Liabilities:
Public Warrants	$	881	$	881	$	-	$	-
Private Warrants		34		-		-		34
Total liabilities at fair value on a recurring basis	$	915	$	881	$	-	$	34

			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

- 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

NET LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

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:

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Numerator
Net loss	$	(25,573	)	$	(32,414	)	$	(49,184	)	$	(67,589	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(25,573	)	$	(32,414	)	$	(49,184	)	$	(67,589	)
Denominator
Common stock		141,506,818			139,000,261			140,896,963			138,811,146
Denominator for basic and diluted EPS - weighted-average common stock		141,506,818			139,000,261			140,896,963			138,811,146
Basic and diluted net loss per share	$	(0.18	)	$	(0.23	)	$	(0.35	)	$	(0.49	)

Anti-Dilutive Common Equivalent Shares

Anti-dilutive common equivalent shares were as follows:

	June 30,
	2023		2022
Outstanding options to purchase common stock		27,194,585		12,881,414
Outstanding restricted stock units		469,492		2,137,296
Outstanding warrants		3,968,319		3,968,319
		31,632,396		18,987,029

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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. On May 11, 2023, the federal public health emergency for COVID-19, declared under Section 319 of the Public Health Service Act, expired.

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 condensed consolidated financial statements. The Company will continue to evaluate the impact of the COVID-19 pandemic on its industry and the Company and has concluded that while it is possible that the virus could have a future negative effect on the Company’s financial position, results of operations and cash flows in its condensed consolidated financial statements, the specific future impact is not readily determinable as of the date of the filing of this Quarterly Report on Form 10-Q. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other Global Developments

In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. These rate increases have caused an overall decline in the fair value of the Company’s fixed income mutual funds to date. The impact of such rate changes on the overall financial markets and the economy may continue to impact the Company in the future, including by making capital more difficult and costly to obtain on reasonable terms and when needed. 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 impact of the Russia-Ukraine military conflict on the global economy, which has contributed to the global supply chain disruptions. To date, the Company’s business has not been materially impacted by the conflict. However, as the conflict continues or worsens, it may adversely impact the Company’s business, financial condition, results of operations or cash flows.

Concentration of Credit Risk

Segment Reporting

Reclassifications

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

Use of Estimates

●

valuation allowance with respect to deferred tax assets;

●

inventory valuation;

●

assumptions used for leases;

●

valuation of warrant liabilities;

●

assumptions associated with revenue recognition; and

●

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

Inventory, Net

Capitalized Software Development Costs

Revenue Recognition

Deferred Revenue

The amount of revenue recognized during the three and six months ended June 30, 2023 that was included in the deferred revenue balance of $73 at December 31, 2022 was $1 and $70, respectively.

Warranty

Shipping and Handling Costs

Recently Issued Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (49,184)	$ (67,589)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,893	1,060
Non-cash lease expense	944	900
(Gain) loss on marketable securities	(1,761)	16,144
(Gain) loss on disposal of fixed assets	(8)	9
Change in fair value of warrant liabilities	(81)	(4,984)
Change in fair value of contingent consideration	(400)	107
Stock-based compensation	5,773	3,056
Changes in operating assets and liabilities:
Accounts receivable, net	(327)	0
Inventory, net	(1,740)	0
Prepaid expenses and other current assets	(431)	1,432
Operating lease right-of-use assets	(83)	(9,338)
Other assets	(4)	0
Accounts payable	(1,952)	77
Accrued expenses and other current liabilities	(3,059)	810
Other long-term liabilities	32	0
Operating lease liabilities	(1,235)	9,142
Net cash used in operating activities	(51,623)	(49,174)
Cash flows from investing activities:
Purchases of property and equipment	(3,543)	(5,462)
Internally developed software - capitalized costs	(719)	0
Purchases of marketable securities	0	(101)
Sales of marketable securities	59,500	100,078
Net cash provided by investing activities	55,238	94,515
Cash flows from financing activities:
Proceeds from exercise of stock options	0	994
Payment of contingent consideration - business acquisition	0	(348)
Payment of deferred consideration - business acquisition	0	(500)
Net cash provided by financing activities	0	146
Net increase in cash and cash equivalents	3,615	45,487
Cash and cash equivalents at beginning of period	84,319	35,785
Cash and cash equivalents at end of period	87,934	81,272
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchased but not paid	$ 811	$ 646

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2023
INCOME TAXES [Abstract]
INCOME TAXES	12. INCOME TAXES Income taxes for the three and six months ended June 30, 2023 and 2022 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the three and six months ended June 30, 2023 and 2022. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, changes in the fair value of warrant liabilities, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of June 30, 2023 and December 31, 2022 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

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

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

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

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

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

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

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

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

+ Details

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

Jun. 30, 2023

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.

ACQUISITION (Tables)

6 Months Ended

Jun. 30, 2023

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

PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2023

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:

	June 30, 2023			December 31, 2022
Laboratory and production equipment	$	14,827		$	14,031
Computer equipment		1,488			1,073
Purchased software		188			188
Furniture and fixtures		260			218
Leasehold improvements		6,739			1,308
Construction in process		2,674			6,234
Property and equipment, gross		26,176			23,052
Less: Accumulated depreciation and amortization		(8,072	)		(6,203	)
Property and equipment, net	$	18,104		$	16,849

Depreciation and amortization expense associated with Property and equipment amounted to $1,044 and $608 for the three months ended June 30, 2023 and 2022, respectively, and $1,847 and $1,060 for the six months ended June 30, 2023 and 2022, respectively. No impairments were recorded for the three and six months ended June 30, 2023 or 2022.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Revenue	$ 205	$ 0	$ 459	$ 0
Cost of revenue	127	0	257	0
Gross profit	78	0	202	0
Operating expenses:
Research and development	15,834	18,459	34,001	37,230
Selling, general and administrative	11,136	11,741	22,314	20,110
Total operating expenses	26,970	30,200	56,315	57,340
Loss from operations	(26,892)	(30,200)	(56,113)	(57,340)
Dividend income	2,483	1,052	4,702	1,907
Change in fair value of warrant liabilities	(310)	2,337	81	4,984
Other income (expense), net	(854)	(5,603)	2,146	(17,140)
Loss before provision for income taxes	(25,573)	(32,414)	(49,184)	(67,589)
Provision for income taxes	0	0	0	0
Net loss	(25,573)	(32,414)	(49,184)	(67,589)
Comprehensive loss	$ (25,573)	$ (32,414)	$ (49,184)	$ (67,589)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (0.18)	$ (0.23)	$ (0.35)	$ (0.49)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.18)	$ (0.23)	$ (0.35)	$ (0.49)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	141,506,818	139,000,261	140,896,963	138,811,146
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	141,506,818	139,000,261	140,896,963	138,811,146
Product [Member]
Revenue:
Revenue	$ 187	$ 0	$ 438	$ 0
Service [Member]
Revenue:
Revenue	$ 18	$ 0	$ 21	$ 0

EQUITY INCENTIVE PLAN, Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended		12 Months Ended
	May 15, 2023	Nov. 09, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	May 08, 2023
2021 Plan [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)			8,886,743		8,886,743		9,133,702
2023 Inducement Plan [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)			1,000,000		1,000,000
Common stock reserved for issuance (in shares)								3,000,000
Awarded November 9, 2022 [Member]
Number of Options [Roll Forward]
Granted (in shares)		2,780,000
Stock Options [Member]
Stock Option Activity [Abstract]
Stock-based compensation			$ 2,316	$ 1,807	$ 4,595	$ 3,301
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)					19,427,755
Granted (in shares)					9,131,580
Exercised (in shares)					0
Forfeited (in shares)					(1,364,750)
Outstanding, ending balance (in shares)			27,194,585		27,194,585		19,427,755
Options exercisable (in shares)			6,388,245		6,388,245
Vested and expected to vest (in shares)			23,661,933		23,661,933
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share)					$ 3.69
Granted (in dollars per share)					1.66
Exercised (in dollars per share)					0
Forfeited (in dollars per share)					4.41
Outstanding, ending balance (in dollars per share)			$ 2.97		2.97		$ 3.69
Options exercisable (in dollars per share)			4		4
Vested and expected to vest (in dollars per share)			$ 3.02		$ 3.02
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding					8 years 8 months 12 days		8 years 8 months 4 days
Weighted average remaining contractual term, options exercisable					6 years 7 months 9 days
Weighted average remaining contractual term, vested and expected to vest					8 years 7 months 6 days
Aggregate intrinsic value, outstanding, beginning balance					$ 378
Aggregate intrinsic value, outstanding, ending balance			$ 1,781		1,781		$ 378
Aggregate intrinsic value, options exercisable			324		324
Aggregate intrinsic value, vested and expected to vest			$ 1,534		$ 1,534
Time-Based Stock Options [Member] \| 2023 Inducement Plan [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,000,000
Performance Based Stock Options [Member] \| 2023 Inducement Plan [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,000,000

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2023

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
June 30, 2023:
Assets:
Cash and cash equivalents - Money Market	$	82,781	$	82,781	$	-	$	-
Marketable securities		209,251		209,251		-		-
Total assets at fair value on a recurring basis	$	292,032	$	292,032	$	-	$	-

Liabilities:
Public Warrants	$	881	$	881	$	-	$	-
Private Warrants		34		-		-		34
Total liabilities at fair value on a recurring basis	$	915	$	881	$	-	$	34

			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

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party [Member] \| 4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Operating expenses		$ 132	$ 158	$ 258	$ 368
Related Party [Member] \| 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		36		36		$ 70
Related Party [Member] \| 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		0		0		37
Related Party [Member] \| 4C [Member] \| Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member]
Related Party Transactions [Abstract]
Operating expenses		21	47	48	97
Related Party [Member] \| Other Companies Controlled by Rothberg Family [Member] \| Services Provided to Participant Companies Under ARTSA [Member]
Related Party Transactions [Abstract]
Due from related parties		0		0		0
Due to related parties		0		0		0
Related Party [Member] \| PEI [Member] \| Collaboration [Member]
Related Party Transactions [Abstract]
Amount of transaction with related party				1,135
Related Party [Member] \| PEI [Member] \| New Collaboration [Member]
Related Party Transactions [Abstract]
Operating expenses		52		125
Related Party [Member] \| PEI [Member] \| New Collaboration [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties		170		170		$ 45
Building Owner [Member] \| Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Amount of transaction with related party		76	81	156	161
Dr. Rothberg [Member] \| 2021 Plan [Member]
Related Party Transactions [Abstract]
Number of shares that can be purchased with option granted (in shares)	250,000
Dr. Rothberg [Member] \| Executive Chairman Agreement [Member]
Related Party Transactions [Abstract]
Amount of transaction with related party		$ 28	$ 114	$ 60	$ 228

LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Weighted Average Remaining Term and Discount Rate [Abstract]
Weighted-average remaining lease term	6 years 9 months 18 days		7 years 3 months 18 days
Weighted-average discount rate	7.90%		7.90%
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 2,119	$ 621
Right-of-use assets obtained in exchange for lease liabilities	$ 83	$ 9,338

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

Jun. 30, 2023

USD ($)

Future Minimum Lease Payments [Abstract]

$ 2,179

4,436

4,527

4,585

4,549

13,027

Total undiscounted lease payments

33,303

Less: Imputed interest

7,988

Less: Lease incentives

9,104

^[1]

Total lease liabilities

$ 16,211

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Inventory, Net [Abstract]
Raw materials	$ 1,134		$ 1,134
Finished goods	$ 834		834
Write-downs			$ 0
Capitalized Software Development Costs [Abstract]
Estimated useful life	2 years		2 years
Amortization expense related to internally developed software	$ 46		$ 46
Amortization expense, remainder of year ended December 31, 2023	180		180
Amortization expense, year ended December 31, 2024	360		360
Amortization expense, year ended December 31, 2025	133		133
Revenue Recognition [Abstract]
Revenue	205	$ 0	459	$ 0
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	176		176
Deferred Revenue [Abstract]
Deferred revenue					$ 73
Revenue recognized that was included in balance of deferred revenue	1		$ 70
Warranty [Abstract]
Warranty period			12 months
Accrued Expenses and Other Current Liabilities [Member]
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	144		$ 144
Other Long-Term Liabilities [Member]
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	$ 32		$ 32
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation, percentage to be recognized	78.00%		78.00%
Remaining performance obligation, expected timing of satisfaction	6 months		6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation, percentage to be recognized	22.00%		22.00%
Remaining performance obligation, expected timing of satisfaction
Domestic [Member]
Revenue Recognition [Abstract]
Revenue	$ 102		$ 356
International [Member]
Revenue Recognition [Abstract]
Revenue	$ 103		$ 103

LEASES (Tables)

6 Months Ended

Jun. 30, 2023

LEASES [Abstract]

Lease-Related Costs

Lease-related costs for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Operating lease cost	$	896	$	812	$	1,749	$	1,533
Short-term lease cost		110		108		239		212
Variable lease cost		287		315		681		601
Total lease cost	$	1,293	$	1,235	$	2,669	$	2,346

Other Information Related to Leases

Other information related to operating leases as of June 30, 2023 and December 31, 2022 is as follows:

	June 30,			December 31,
	2023			2022
Weighted-average remaining lease term (years)		6.8			7.3
Weighted-average discount rate		7.9	%		7.9	%

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the six months ended June 30, 2023 and 2022:

	Six months ended June 30,
	2023		2022
Operating cash paid to settle operating lease liabilities	$	2,119	$	621

Right-of-use assets obtained in exchange for lease liabilities	$	83	$	9,338

Future Minimum Lease Payments Under Non-Cancellable Leases

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:

	Operating Leases
Remainder of 2023	$	2,179
2024		4,436
2025		4,527
2026		4,585
2027		4,549
Thereafter		13,027
Total undiscounted lease payments	$	33,303
Less: Imputed interest		7,988
Less: Lease incentives ⁽¹⁾		9,104
Total lease liabilities	$	16,211

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

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Property and equipment	$ 26,176		$ 26,176		$ 23,052
Less: Accumulated depreciation and amortization	(8,072)		(8,072)		(6,203)
Property and equipment, net	18,104		18,104		16,849
Depreciation and amortization expense	1,044	$ 608	1,847	$ 1,060
Impairments	0	$ 0	0	$ 0
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	14,827		14,827		14,031
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,488		1,488		1,073
Purchased Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	188		188		188
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	260		260		218
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	6,739		6,739		1,308
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	$ 2,674		$ 2,674		$ 6,234

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 87,934	$ 84,319
Marketable securities	209,251	266,990
Accounts receivable, net of allowance for estimated credit losses of $0 and $0, respectively	327	0
Inventory, net	1,978	0
Prepaid expenses and other current assets	7,304	6,873
Total current assets	306,794	358,182
Property and equipment, net	18,104	16,849
Internally developed software	673	0
Operating lease right-of-use assets	14,896	15,757
Other assets	701	697
Total assets	341,168	391,485
Current liabilities:
Accounts payable	833	3,903
Accrued expenses and other current liabilities	7,882	10,434
Short-term operating lease liabilities	1,478	1,369
Total current liabilities	10,193	15,706
Warrant liabilities	915	996
Other long-term liabilities	32	0
Operating lease liabilities	14,733	16,077
Total liabilities	25,873	32,779
Commitments and contingencies (Note 15)
Stockholders' equity
Additional paid-in capital	764,139	758,366
Accumulated deficit	(448,858)	(399,674)
Total stockholders' equity	315,295	358,706
Total liabilities and stockholders' equity	341,168	391,485
Class A Common Stock [Member]
Stockholders' equity
Common Stock	12	12
Class B Common Stock [Member]
Stockholders' equity
Common Stock	$ 2	$ 2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2023

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:

	June 30, 2023		December 31, 2022
Employee compensation and benefits	$	3,873	$	5,548
Contracted services		2,457		3,616
Business acquisition costs and contingencies		-		343
Legal fees		1,150		839
Other		402		88
Total accrued expenses and other current liabilities	$	7,882	$	10,434

RESTRUCTURING	6 Months Ended
RESTRUCTURING	Jun. 30, 2023
RESTRUCTURING [Abstract]
RESTRUCTURING	14. RESTRUCTURING During the quarter ended March 31, 2023, the Company committed to an organizational restructuring designed to decrease its costs and create a more streamlined organization to support its business. During the three and six months ended June 30, 2023, the Company recognized $1,067 and $1,880 of restructuring costs, respectively, primarily for cash severance costs and other severance benefits. For the three months ended June 30, 2023, $500 and $567 were recognized in Research and development and in Selling, general and administrative, respectively, and for the six months ended June 30, 2023, $1,136 and $744 were recognized in Research and development and in Selling, general and administrative, respectively, in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023, the Company has recorded a $1,044 restructuring liability, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Warrants [Abstract]
Fair value of warrant liabilities	$ 915		$ 915		$ 996
Change in fair value of warrant liabilities	$ (310)	$ 2,337	$ 81	$ 4,984
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	3,833,319		3,833,319		3,833,319
Number of shares of Class A common stock to be issued upon exercise of warrant (in shares)	1		1		1
Exercise price of warrant (in dollars per share)	$ 11.5		$ 11.5		$ 11.5
Warrant redemption price (in dollars per share)	0.01		$ 0.01
Notice period to redeem warrants			30 days
Share price (in dollars per share)	$ 18		$ 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	0	0
Warrants redeemed (in shares)	0	0	0	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000		135,000		135,000
Warrant redemption price (in dollars per share)	$ 0.01		$ 0.01
Limitation period to transfer, assign or sell warrants			30 days
Warrants exercised (in shares)	0	0	0	0
Warrants redeemed (in shares)	0	0	0	0

EQUITY INCENTIVE PLAN (Tables)

6 Months Ended

Jun. 30, 2023

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, 2022		19,427,755		$	3.69		8.68	$	378
Granted		9,131,580			1.66
Exercised		-			-
Forfeited		(1,364,750	)		4.41
Outstanding at June 30, 2023		27,194,585		$	2.97		8.70	$	1,781
Options exercisable at June 30, 2023		6,388,245		$	4.00		6.61	$	324
Vested and expected to vest at June 30, 2023		23,661,933		$	3.02		8.60	$	1,534

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, 2022		2,018,449		$	8.41
Granted		256,128			1.56
Vested		(1,626,856	)		8.56
Forfeited		(178,229	)		6.80
Outstanding non-vested RSUs at June 30, 2023		469,492		$	4.79

Stock-Based Compensation

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

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Research and development	$	1,085	$	1,154	$	2,052	$	2,346
Selling, general and administrative		780		2,616		3,721		710
Total stock-based compensation	$	1,865	$	3,770	$	5,773	$	3,056

EQUITY INCENTIVE PLAN, Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 1,865	$ 3,770	$ 5,773	$ 3,056
Research and Development [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	1,085	1,154	2,052	2,346
Selling, General and Administrative [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 780	$ 2,616	$ 3,721	$ 710

EQUITY INCENTIVE PLAN

6 Months Ended

Jun. 30, 2023

EQUITY INCENTIVE PLAN [Abstract]

EQUITY INCENTIVE PLAN

9. 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. 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 June 30, 2023 and December 31, 2022, there were 8,886,743 and 9,133,702 shares, respectively, available for issuance under the 2021 Plan.

On November 9, 2022, the Company granted inducement awards consisting of 2,780,000 performance-based stock options to purchase Class A common stock pursuant to Nasdaq Rule 5635(c)(4). These awards were not granted pursuant to the 2013 Plan or the 2021 Plan.

On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2023 Inducement Plan are substantially similar to those of the 2021 Plan. On May 15, 2023, the Company granted inducement awards under the 2023 Inducement Plan consisting of 1,000,000 time-based stock options and 1,000,000 performance-based stock options. As of June 30, 2023, there were 1,000,000 shares available for issuance under the 2023 Inducement Equity Incentive Plan.

Stock option activity

During the six months ended June 30, 2023, the Company granted an aggregate of 9,131,580 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates. Stock-based compensation related to stock options for the three months ended June 30, 2023 and 2022 was $2,316 and $1,807, respectively. Stock-based compensation related to stock options for the six months ended June 30, 2023 and 2022 was $4,595 and $3,301, 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, 2022		19,427,755		$	3.69		8.68	$	378
Granted		9,131,580			1.66
Exercised		-			-
Forfeited		(1,364,750	)		4.41
Outstanding at June 30, 2023		27,194,585		$	2.97		8.70	$	1,781
Options exercisable at June 30, 2023		6,388,245		$	4.00		6.61	$	324
Vested and expected to vest at June 30, 2023		23,661,933		$	3.02		8.60	$	1,534

Restricted stock unit activity

During the six months ended June 30, 2023, the Company granted 256,128 restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months ended June 30, 2023 and 2022 was $(451) and $1,963, respectively. Stock-based compensation related to RSU awards for the six months ended June 30, 2023 and 2022 was $1,178 and $(245), respectively. The $(451) for the three months ended June 30, 2023 included a reversal of stock-based compensation for the Company’s former Chief Financial Officer and members of the Board of Directors as the service condition of certain awards previously granted were not met. The $(245) for the six months ended June 30, 2022 included a reversal of stock-based compensation for the Company’s former Chief Executive Officer as the service condition of certain awards previously granted were not met.

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, 2022		2,018,449		$	8.41
Granted		256,128			1.56
Vested		(1,626,856	)		8.56
Forfeited		(178,229	)		6.80
Outstanding non-vested RSUs at June 30, 2023		469,492		$	4.79

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

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Research and development	$	1,085	$	1,154	$	2,052	$	2,346
Selling, general and administrative		780		2,616		3,721		710
Total stock-based compensation	$	1,865	$	3,770	$	5,773	$	3,056

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator [Abstract]
Net loss	$ (25,573)	$ (23,611)	$ (32,414)	$ (35,175)	$ (49,184)	$ (67,589)
Numerator for basic EPS - loss attributable to common stockholders	(25,573)		(32,414)		(49,184)	(67,589)
Numerator for diluted EPS - loss attributable to common stockholders	$ (25,573)		$ (32,414)		$ (49,184)	$ (67,589)
Denominator [Abstract]
Common stock (in shares)	141,506,818		139,000,261		140,896,963	138,811,146
Denominator for basic EPS - weighted-average common stock (in shares)	141,506,818		139,000,261		140,896,963	138,811,146
Denominator for diluted EPS - weighted-average common stock (in shares)	141,506,818		139,000,261		140,896,963	138,811,146
Basic net loss per share (in dollars per share)	$ (0.18)		$ (0.23)		$ (0.35)	$ (0.49)
Diluted net loss per share (in dollars per share)	$ (0.18)		$ (0.23)		$ (0.35)	$ (0.49)
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)					31,632,396	18,987,029
Outstanding Options to Purchase Common Stock [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)					27,194,585	12,881,414
Outstanding Restricted Stock Units [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)					469,492	2,137,296
Outstanding Warrants [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)					3,968,319	3,968,319

LEASES, Lease Terms (Details)	Jun. 30, 2023
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

ACQUISITION

6 Months Ended

Jun. 30, 2023

ACQUISITION [Abstract]

ACQUISITION

3. ACQUISITION

Majelac Technologies LLC

Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac Technologies LLC (“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 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 the Majelac Closing Date. 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. As of June 30, 2023, the Company determined that the estimated fair value of the contingent consideration was de minimis as the probability of the second milestone being met by November 1, 2023 was remote. As a result, the Company recorded a gain of $400 during the three and six months ended June 30, 2023 in Other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

The acquisition brought semiconductor chip assembly and packaging capabilities in-house and secured the Company’s supply chain to 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 three and six months ended June 30, 2022 including transaction costs such as legal, accounting, valuation and other professional services, were $1 and $26, respectively, and are included in Selling, general and administrative on the condensed consolidated statements of operations and comprehensive loss. There were no acquisition-related costs recognized during the three and six months ended June 30, 2023.

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2023
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 current or future product offerings. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $213 as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. As of June 30, 2023, the Company recorded $112 in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. 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 three and six months ended June 30, 2023 and 2022. 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 condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounts Expenses and Other Current Liabilities [Abstract]
Employee compensation and benefits	$ 3,873	$ 5,548
Contracted services	2,457	3,616
Business acquisition costs and contingencies	0	343
Legal fees	1,150	839
Other	402	88
Total accrued expenses and other current liabilities	$ 7,882	$ 10,434

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2023
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	13. RELATED PARTY TRANSACTIONS The Company utilized and subleased office and laboratory space in a building owned by a related party. The Company paid $76 and $81 under month-to-month lease arrangements for this space for the three months ended June 30, 2023 and 2022, respectively, and $156 and $161 for the six months ended June 30, 2023 and 2022, respectively. The Company no longer subleases this space as of June 30, 2023. 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 Dr. Jonathan Rothberg, the Chairman of the Company’s Board of Directors. 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 $132 and $158, which included $21 and $47 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the three months ended June 30, 2023 and 2022, respectively. The Company incurred expenses of $258 and $368, which included $48 and $97 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the six months ended June 30, 2023 and 2022, respectively. The amounts advanced and due to 4C at June 30, 2023 and December 31, 2022 related to operating expenses were $36 and $70, respectively, which are included in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The amounts advanced and due from 4C at June 30, 2023 and December 31, 2022, related to operating expenses were $0 and $37, respectively, and are included in Prepaid expenses and other current assets on the condensed 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 and payments made by the Company to third parties on behalf of the other entities. There were no amounts remaining payable to the Company or from the Company at June 30, 2023 and December 31, 2022. 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 paid a final payment of $1,135 under the Collaboration for all services rendered. 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 Company incurred expenses of $52 and $125 during the three and six months ended June 30, 2023, respectively, related to the New Collaboration. The amounts advanced and due from PEI at June 30, 2023 and December 31, 2022 related to operating expenses were $170 and $45, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. 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, 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 granted 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 Chairman of the Company’s Board of Directors and a member of the Board and Nominating and Corporate Governance Committee. The Company paid $28 and $114 to Dr. Rothberg for the three months ended June 30, 2023 and 2022, respectively, and $60 and $228 for the six months ended June 30, 2023 and 2022, respectively, for all services provided to the Company.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30, 2023		December 31, 2022
Employee compensation and benefits	$	3,873	$	5,548
Contracted services		2,457		3,616
Business acquisition costs and contingencies		-		343
Legal fees		1,150		839
Other		402		88
Total accrued expenses and other current liabilities	$	7,882	$	10,434

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 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, 2021	$ 12	$ 2	$ 744,252	$ (267,232)	$ 477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(35,175)	(35,175)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	730	0	730
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	946,987	0
Stock-based compensation	$ 0	$ 0	(714)	0	(714)
Balance at Mar. 31, 2022	$ 12	$ 2	744,268	(302,407)	441,875
Balance (in shares) at Mar. 31, 2022	118,972,397	19,937,500
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(67,589)
Balance at Jun. 30, 2022	$ 12	$ 2	748,302	(334,821)	413,495
Balance (in shares) at Jun. 30, 2022	119,244,128	19,937,500
Balance at Mar. 31, 2022	$ 12	$ 2	744,268	(302,407)	441,875
Balance (in shares) at Mar. 31, 2022	118,972,397	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(32,414)	(32,414)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	0	264	0	264
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	271,731
Stock-based compensation	$ 0	0	3,770	0	3,770
Balance at Jun. 30, 2022	$ 12	$ 2	748,302	(334,821)	413,495
Balance (in shares) at Jun. 30, 2022	119,244,128	19,937,500
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(23,611)	(23,611)
Common stock issued upon vesting of restricted stock units	$ 0	$ 0	0	0	0
Common stock issued upon vesting of restricted stock units (in shares)	1,552,583	0
Stock-based compensation	$ 0	$ 0	3,908	0	3,908
Balance at Mar. 31, 2023	$ 12	$ 2	762,274	(423,285)	339,003
Balance (in shares) at Mar. 31, 2023	121,559,340	19,937,500
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(49,184)
Balance at Jun. 30, 2023	$ 12	$ 2	764,139	(448,858)	315,295
Balance (in shares) at Jun. 30, 2023	121,633,613	19,937,500
Balance at Mar. 31, 2023	$ 12	$ 2	762,274	(423,285)	339,003
Balance (in shares) at Mar. 31, 2023	121,559,340	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(25,573)	(25,573)
Common stock issued upon vesting of restricted stock units	$ 0	$ 0	0	0	0
Common stock issued upon vesting of restricted stock units (in shares)	74,273	0
Stock-based compensation	$ 0	$ 0	1,865	0	1,865
Balance at Jun. 30, 2023	$ 12	$ 2	$ 764,139	$ (448,858)	$ 315,295
Balance (in shares) at Jun. 30, 2023	121,633,613	19,937,500

- Definition

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

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- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2023

PROPERTY AND EQUIPMENT, NET [Abstract]

Property and Equipment, Net

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

	June 30, 2023			December 31, 2022
Laboratory and production equipment	$	14,827		$	14,031
Computer equipment		1,488			1,073
Purchased software		188			188
Furniture and fixtures		260			218
Leasehold improvements		6,739			1,308
Construction in process		2,674			6,234
Property and equipment, gross		26,176			23,052
Less: Accumulated depreciation and amortization		(8,072	)		(6,203	)
Property and equipment, net	$	18,104		$	16,849

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 02, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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	29 Business Park Drive
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	866
Local Phone Number	688-7374
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
Entity Shell Company	false
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		121,778,988
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Allowance for estimated credit losses	$ 0	$ 0
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)	121,633,613	120,006,757
Common stock, shares outstanding (in shares)	121,633,613	120,006,757
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

INVESTMENTS IN MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Investments in Marketable Securities [Abstract]
Unrealized gains (losses) on marketable securities	$ 1,239	$ (4,633)	$ 6,349	$ (16,144)
Realized losses on marketable securities	(2,420)	(1,001)	(4,588)	(1,051)
Dividend income from marketable securities	$ 2,483	$ 1,052	$ 4,702	$ 1,907

RESTRUCTURING (Details) $ in Thousands	3 Months Ended	6 Months Ended
RESTRUCTURING (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Restructuring [Abstract]
Restructuring costs	$ 1,067	$ 1,880
Accrued Expenses and Other Current Liabilities [Member]
Restructuring [Abstract]
Restructuring liability	1,044	1,044
Research and Development Expense [Member]
Restructuring [Abstract]
Restructuring costs	500	1,136
Selling, General and Administrative Expenses [Member]
Restructuring [Abstract]
Restructuring costs	$ 567	$ 744

WARRANT LIABILITIES

6 Months Ended

Jun. 30, 2023

WARRANT LIABILITIES [Abstract]

WARRANT LIABILITIES

11. WARRANT LIABILITIES

Public Warrants

As of June 30, 2023 and December 31, 2022, there were an aggregate of 3,833,319 outstanding Public Warrants, 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 held 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 June 30, 2023 and December 31, 2022, there were 135,000 Private Warrants outstanding. 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 $915 and $996 as of June 30, 2023 and December 31, 2022, respectively. The Company recognized losses of $310 and gains of $81 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023, respectively. The Company recognized gains of $2,337 and $4,984 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022, respectively. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and six months ended June 30, 2023 or 2022.