0001140361-24-010438 | 10-K | XBRL Viewer

Income Taxes, Components of Loss before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Components of Loss Before Provision for Income Taxes [Abstract]
U.S. loss before provision for income taxes	$ (95,977)	$ (132,442)	$ (94,989)
Foreign income before provision for income taxes	17	0	0
Loss before provision for income taxes	$ (95,960)	$ (132,442)	$ (94,989)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Acquisition (Details) $ in Thousands			3 Months Ended	12 Months Ended
Acquisition (Details) $ in Thousands	May 04, 2022 USD ($) Milestone	Nov. 05, 2021 USD ($) Milestone shares	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Acquisition [Abstract]
Cash paid for acquisition				$ 0	$ 0	$ 4,632
Payment of additional purchase price consideration				0	500	0
Payment of additional milestone-based consideration for first of two milestones				0	348	0
Gain on contingent consideration				(400)	176	36
Goodwill impairment				$ 0	$ 9,483	$ 0
Majelac [Member]
Acquisition [Abstract]
Cash paid for acquisition		$ 4,600
Shares issued (in shares) \| shares		535,715
Shares issued		$ 4,200
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		$ 500
Period to issue additional shares after Closing Date				12 months
Cash held back		500
Period to hold cash back				6 months
Additional milestone-based consideration		800
Fair value of additional milestone-based 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		$ 300
Number of milestones met \| Milestone	1
Number of milestones to be met \| Milestone		2
Purchase price		$ 10,400
Goodwill		$ 9,500
Goodwill impairment			$ 9,500
Majelac [Member] \| Other Income (Expense), Net [Member]
Acquisition [Abstract]
Gain on contingent consideration				$ 400

Investments in Marketable Securities

12 Months Ended

Dec. 31, 2023

Investments in Marketable Securities [Abstract]

Investments in Marketable Securities

Note 5. Investments in Marketable Securities

For the years ended December 31, 2022 and 2021, the Company’s investments in marketable securities were determined to be trading securities and were comprised of fixed income mutual funds, reported at fair value, with gains or losses resulting from changes in fair value recognized within net income in the Consolidated Statements of Operations and Comprehensive Loss. In the fourth quarter of 2023, these trading securities were sold. The Company reinvested the funds received from the sale in marketable securities deemed to be available-for-sale securities. Gross unrealized gains or losses resulting from changes in available-for-sale securities for the year ended December 31, 2023 were deemed immaterial.

Dividend income from marketable securities, realized and unrealized gain (loss) on marketable securities, net, related to the Company’s trading securities for the year ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

	2023		2022			2021
Dividend income from marketable securities	$	9,536	$	5,301		$	2,549
Gain (loss) on marketable securities, net	$	5,587	$	(20,603	)	$	(5,023	)

The following is a summary of the Company’s available-for-sale securities recorded within Marketable securities in the Consolidated Balance Sheets as of December 31, 2023 (in thousands):

	December 31, 2023
	Amortized Costs		Gross Realized Gains		Gross Unrealized Gains		Fair Value
Short-term marketable securities:
U.S. Treasury securities	$	82,625	$	-	$	15	$	82,640
Commercial paper		41,229		-		7		41,236
Total	$	123,854	$	-	$	22	$	123,876

As of December 31, 2023, the fair values of the Company’s available-for-sale securities included within Marketable securities in the Consolidated Balance Sheets, by remaining contractual maturity, are as follows (in thousands):

	December 31, 2023
	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Short-term marketable securities:
U.S. Treasury securities	$	82,640	$	-	$	-	$	82,640
Commercial paper		41,236		-		-		41,236
Total	$	123,876	$	-	$	-	$	123,876

Summary of Significant Accounting Policies, Selling, General and Administrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Selling, General and Administrative [Abstract]
Advertising expenses	$ 0.4		$ 0.0

Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Uncertain tax positions	$ 1,379	$ 0	$ 0	$ 0
Accrued interest or penalties associated with uncertain tax positions	0	0
Interest or penalties associated with uncertain tax positions	$ 0	$ 0	$ 0

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator [Abstract]
Net loss	$ (95,960)	$ (132,442)	$ (94,989)
Numerator for basic EPS - loss attributable to common stockholders	(95,960)	(132,442)	(94,989)
Numerator for diluted EPS - loss attributable to common stockholders	$ (95,960)	$ (132,442)	$ (94,989)
Denominator [Abstract]
Common stock (in shares)	141,300,000	139,255,000	79,579,000
Denominator for basic EPS - weighted-average common stock (in shares)	141,300,000	139,255,000	79,579,000
Denominator for diluted EPS - weighted-average common stock (in shares)	141,300,000	139,255,000	79,579,000
Basic net loss per share (in dollars per share)	$ (0.68)	$ (0.95)	$ (1.19)
Diluted net loss per share (in dollars per share)	$ (0.68)	$ (0.95)	$ (1.19)
Net (Loss) Income per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	27,327,388	25,414,523	16,282,263
Outstanding Options to Purchase Common Stock [Member]
Net (Loss) Income per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	22,511,900	19,427,755	7,726,972
Outstanding Restricted Stock Units [Member]
Net (Loss) Income per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	847,169	2,018,449	4,586,972
Outstanding Warrants [Member]
Net (Loss) Income per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	3,968,319	3,968,319	3,968,319

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 18. 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 approximately $0.1 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. As of December 31, 2023, the Company recorded $0.1 million related to royalties in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. There were no such amounts in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2022. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2023 and 2022. Contingencies The Company is subject to claims in the ordinary course of business. Except as discussed below, 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 the liability is probable and estimable. In October 2023, a former contract manufacturer of the Company filed a complaint in the state of Texas alleging breach of contract and made claims for economic damage and attorney costs. In January 2024 the suit was withdrawn and refiled in the state of Minnesota alleging similar claims. Although it is not possible to determine the potential financial exposure associated with the alleged claim at this time given its early stage, the Company believes it has a meritorious defense and intend to vigorously defend against all claims asserted in the complaint. 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 Consolidated Statements of Operations and Comprehensive Loss in connection with the indemnification provisions have not been material.

Leases, Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 4,298	$ 2,390
Right-of-use assets obtained in exchange for lease liabilities	$ 83	$ 10,033

Stock-based Compensation, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 8,516	$ 11,206	$ 24,918
Remaining weighted average vesting period	3 years 1 month 6 days
Stock Options [Member]
Stock-Based Compensation [Abstract]
Total unrecognized stock-based compensation expense	$ 17,300
Restricted Stock Units [Member]
Stock-Based Compensation [Abstract]
Total unrecognized stock-based compensation expense	17,300
Research and Development [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	2,961	4,548	5,718
Selling, General and Administrative Expenses [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 5,555	$ 6,658	$ 19,200

Fair Value of Financial Instruments, Significant Assumptions (Details) - Private Warrants [Member]	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.921	0.751
Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.041	0.041
Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	11.5	11.5
Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	2.01	1.83
Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term of warrants	2 years 4 months 24 days	3 years 4 months 24 days

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 133,860	$ 84,319
Marketable securities	123,876	266,990
Accounts receivable, net of allowance of $0 and $0, respectively	368	0
Inventory, net	3,945	0
Prepaid expenses and other current assets	4,261	6,873
Total current assets	266,310	358,182
Property and equipment, net	16,275	16,849
Internally developed software	532	0
Operating lease right-of-use assets	14,438	15,757
Other assets	695	697
Total assets	298,250	391,485
Current liabilities:
Accounts payable	1,766	3,903
Accrued payroll and payroll-related costs	4,943	5,548
Accrued contracted services	1,519	3,616
Accrued expenses and other current liabilities	1,815	1,270
Current portion of operating lease liabilities	1,566	1,369
Total current liabilities	11,609	15,706
Warrant liabilities	1,274	996
Operating lease liabilities	13,737	16,077
Other long-term liabilities	11	0
Total liabilities	26,631	32,779
Commitments and contingencies (Note 18)
Stockholders' equity
Additional paid-in capital	767,239	758,366
Accumulated deficit	(495,634)	(399,674)
Total stockholders' equity	271,619	358,706
Total liabilities and stockholders' equity	298,250	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 (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Expenses and Other Current Liabilities [Abstract]
Restructuring costs	$ 519	$ 0
Business acquisition costs and contingencies	0	343
Legal fees	979	839
Royalties	123	0
Other	194	88
Total accrued expenses and other current liabilities	$ 1,815	$ 1,270

Summary of Significant Accounting Policies, Property and Equipment, Net (Details)	Dec. 31, 2023
Laboratory and Production Equipment [Member] \| Minimum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Laboratory and Production Equipment [Member] \| Maximum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Computer Equipment [Member] \| Minimum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Software [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	7 years

Inventory, Net (Details) - USD ($) $ in Thousands	12 Months Ended
Inventory, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory, Net [Abstract]
Raw materials	$ 1,608	$ 0
Work in progress	779	0
Finished goods	1,558	0
Total inventory, net	3,945	0
Reserve recorded	$ 3,400	$ 0	$ 0

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring [Abstract]

Restructuring Costs

The Company’s restructuring costs, primarily for cash severance and other severance costs, are allocated to the following operating expense categories as follows (in thousands):

	Research and Development			Selling, general and administrative			Total
Balance as of December 31, 2022	$	-		$	-		$	-
Restructuring charges incurred⁽¹⁾		3,083			1,421			4,504
Cash payments and other adjustments⁽¹⁾		(2,570	)		(1,415	)		(3,985	)
Balance as of December 31, 2023	$	513		$	6		$	519
Current liabilities							$	519
Long-term liabilities								-
Total liabilities as of December 31, 2023							$	519

⁽¹⁾	Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses.

Summary of Significant Accounting Policies, Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2023
Stock-Based Compensation [Abstract]
Expected dividend yield	0.00%

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2023
Organization and Description of Business [Abstract]
Organization and Description of Business	Note 1. Organization and Description of Business Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was originally incorporated in Delaware on June 10, 2020 as a special purpose acquisition company under the name HighCape Capital Acquisition Corp. (“HighCape”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving HighCape and one or more businesses. On June 10, 2021 (the “Closing”), the Company consummated the transaction contemplated by the Business Combination Agreement, dated February 18, 2021 (the “Business Combination Agreement”), by and among HighCape, Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”). Pursuant to the terms of the Business Combination Agreement, a business combination between HighCape was affected through the merger of Merger Sub with and into Legacy Quantum-Si, with Legacy Quantum-Si surviving as the surviving company and a wholly owned subsidiary of HighCape (the “Merger” and collectively with the other transaction described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, HighCape changed its name to Quantum-Si Incorporated (the parent company) and Legacy Quantum-Si changed its name to Q-SI Operations Inc. (a wholly-owned subsidiary of Quantum-Si Incorporated). The financial information prior to the Business Combination represents the financial results and condition of Legacy Quantum-Si. The Company is an innovative life sciences company with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single-molecule detection platform that the Company is first applying to proteomics to enable Next-Generation Protein Sequencing^TM(“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 currently comprised of the Platinum^® NGPS instrument, the Platinum Analysis Software service, and reagent kits and semiconductor 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.

Summary of Significant Accounting Policies, Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition [Abstract]
Warranty period	1 year
Revenue	$ 1,082	$ 0	$ 0
Domestic [Member]
Revenue Recognition [Abstract]
Revenue	800	0
International [Member]
Revenue Recognition [Abstract]
Revenue	$ 300	$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

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

Concentration of Business Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of December 31, 2023, the Company’s marketable securities consist of mutual funds, U.S. Treasury securities and commercial paper. As of December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. For further information regarding realized losses related to marketable securities please refer to Note 5. Investments in Marketable Securities. 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.

The Company sources certain key materials and components utilized in the Company’s products from single or limited suppliers. Historically, the Company has not experienced significant issues sourcing these materials and components. However, if these suppliers were not able to supply the requested amount of materials or components, it could take a considerable length of time to obtain alternative sources, which could affect the Company’s development efforts and commercial operations.

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 Consolidated Financial Statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts recorded in its Consolidated Financial Statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include:

●

valuation allowances with respect to deferred tax assets;

●

inventory valuation;

●

valuation of excess and obsolete inventory reserves;

●

valuation for acquisitions;

●

valuation of goodwill;

●

assumptions used for leases;

●

valuation of warrant liabilities;

●

assumptions associated with revenue recognition; and

●

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

The Company bases these estimates on historical and anticipated results and trends and on various other assumptions 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 Consolidated Financial Statements.

Foreign Currency Translation and Transactions

For the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar-based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. The translational effects of revaluing non-functional currency assets and liabilities were immaterial for the years ended December 31, 2023, 2022 and 2021.

The Company realizes foreign currency gains/(losses) in the normal course of business based on movement in the applicable exchange rates. These transactional gains/(losses) are included as a component of Other expense, net, in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, there was no material effect of foreign currency translation and transactions on the Company’s Consolidated Financial Statements.

Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are cash equivalents. As of December 31, 2023 and 2022, cash and cash equivalents consist principally of cash and short-term money market accounts, U.S. Treasury securities and commercial paper.

Accounts Receivable, Net

Accounts receivable, net are stated at the amount the Company expects to collect from customers based on their outstanding invoices. The Company reviews accounts receivable regularly to determine if any receivable may not be collectible. The Company estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts. The Company did not write off any accounts receivable balances during the years ended December 31, 2023 and 2022.

Marketable Securities

The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets in the Consolidated Balance Sheets.

As of December 31, 2023, the Company’s marketable securities were classified as available-for-sale securities. Available-for-sale marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive (loss)/income until realized. Unrealized gains and losses related to the available-for-sale securities were immaterial for the year ended December 31, 2023. There were no such unrealized gains and losses for the years ended December 31, 2022 and 2021. Regardless of the intent to sell a security, the Company performs additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are recorded when the Company does not expect to receive cash flows sufficient to recover the amortized cost basis of a security. For the purposes of computing realized and unrealized gains and losses, cost and fair value are determined on a specific identification basis.

As of December 31, 2022, the Company’s investments in marketable securities were classified as trading securities and consisted of ownership interests in fixed income mutual funds. The trading securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are recorded as Other expense, net, in the Consolidated Statements of Operations and Comprehensive Loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other expense, net, in the Consolidated Statements of Operations and Comprehensive Loss.

Dividends on marketable securities are recognized as income when declared and are recorded as Dividend income in the Consolidated Statements of Operations and Comprehensive Loss.

Inventory, Net

Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Materials that may be utilized for either commercial or, alternatively, for research and development purposes, are classified as inventory. Amounts in inventory 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, records an excess and obsolete reserve against inventory to its estimated net realizable value in the period it is identified. For further discussion related to inventory, please refer to Note 7. Inventory, Net.

Prepaid Expenses and Other Current Assets

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

Property and Equipment, Net

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

Estimated useful lives of property and equipment are as follows:

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

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

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 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 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 Consolidated Balance Sheets. Amortization expense related to internally developed software was $0.2 million for the year ended December 31, 2023. There was no internally developed software or related amortization expense recorded for the years ended December 2022 or 2021.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flows to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flows, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2023, 2022, and 2021.

Leases

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

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

Upon inception, leases are evaluated and classified as operating or finance for financial reporting purposes. Operating leases that are short term in nature and have month-to-month payment terms are expensed as incurred in Research and development expenses or in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred.

Goodwill

The Company reviews goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate the carrying amount may not be recoverable.

In order to test goodwill for impairment, an entity is permitted to first assess qualitative factors to determine whether a quantitative assessment of goodwill is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. If a quantitative assessment is required, the Company determines the fair value of its reporting unit using a combination of the income and market approaches. If the net book value of the reporting unit exceeds its fair value, the Company recognizes a goodwill impairment charge for the reporting unit equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value.

Majelac Technologies LLC (“Majelac”) was fully integrated into the Company after the acquisition. As a result, the Company operates as a single reporting unit. Accordingly, all of the goodwill is associated with the entire Company. The Company performed its annual goodwill impairment test during the fourth quarter of 2022 quantitatively evaluating its reporting unit. The Company determined the fair value of its reporting unit using a combination of the income and market approaches. The Company placed a 100% weighting on the market approach method, as the results of the income approach were not representative of the fair value of the Company. The determination of fair value using a market approach requires management to make significant assumptions related to the determination of an appropriate group of peer companies, and market revenue multiples from within the selected group of peer companies. As of October 1, 2022, the carrying value of the net asset of the Company’s reporting unit exceeded its enterprise wide fair value and the Company recognized a goodwill impairment charge, fully impairing goodwill of $9.5 million in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. There was no impairment of goodwill recorded for the years ended December 31, 2023 or 2021.

Warrant Liabilities

The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) which were issued as one-third of one redeemable warrant per unit issued during HighCape’s initial public offering on September 9, 2020, and warrants sold in a private placement (the “Private Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC (the “Sponsor”). The Public Warrants and Private Warrants meet the definition of a derivative and the Company recorded these warrants as long-term liabilities in the Consolidated Balance Sheets at fair value upon the Closing of the Business Combination, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations and Comprehensive Loss at each reporting date. For further discussion related to the Public Warrants and Private Warrants, please refer to Note 14. Warrant Liabilities.

Warranty

The Company provides a free one-year assurance-type warranty to customers with the initial purchase of a Platinum^® instrument. The cost of the warranty is accrued upon the initial sale of an instrument in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Convertible Preferred Stock

The Company classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ equity (deficit) because the Convertible Preferred Stock included a redemption provision upon a change of control, which was deemed a liquidation event that was considered outside the Company’s control. The Convertible Preferred Stock was recorded at their original issue price, net of issuance costs. Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices were made when the change of control occurred in June 2021.

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 access to analysis software 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. The Company has made the accounting policy election allowed for under ASC 606-10-32-2A to exclude all sales taxes from transaction price. 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 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 includes instruments and consumables. Customers generally do not have a right to return products, 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 service coverage at the customer’s option are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for advanced training is recognized at a point in time upon satisfaction of the underlying performance obligation. The Company typically provides a standard one-year warranty which covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service. The first year of the warranty of the products is considered an assurance-type warranty and is recorded as Cost of revenue within the Consolidated Statements of Operations and Comprehensive Loss. The Company has determined the standard first-year warranty is not a distinct performance obligation.

The Company disaggregates revenue from contracts with customers by type of revenue. The Company believes product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic and international sales was $0.8 million and $0.3 million, respectively, for the year ended December 31, 2023. There was no revenue generated from domestic or international sales for the year ended December 31, 2022.

Deferred Revenue

Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes advanced training provided to customers until the service has been performed. 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 in the Company’s Consolidated Balance Sheets. 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 Consolidated Balance Sheets.

As of December 31, 2023, the Company had deferred revenue of $0.1 million included within Accrued expenses and other current liabilities in the Company’s Consolidated Balance Sheets. As of December 31, 2023, amounts included within Other long-term liabilities in the Company’s Consolidated Balance Sheets were immaterial. The Company expects to recognize approximately 80% of its remaining performance obligations as revenue for the year ending December 31, 2024.

Deferred revenue included in the Consolidated Balance Sheets as of December 31, 2022 was immaterial and was recognized as revenue in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023.

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 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.

Research and Development

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

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, consulting and professional services, legal and accounting services, facilities costs, depreciation and amortization expense, insurance and office expenses, product advertising and marketing. Advertising costs are expensed as incurred. Advertising expenses were $0.4 million for the year ended December 31, 2023. Advertising expenses were immaterial for the year ended December 31, 2022. There were no advertising expenses for the year ended December 31, 2021.

Net Loss per Share

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

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per share is the same as basic net loss per share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. For further discussion, please refer to Note 13. Net Loss Per Share.

Stock-Based Compensation

Stock-based compensation expense for stock option grants with only service conditions is recognized on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis is recognized as though each vesting portion of the award was, in substance, a separate award.

Prior to the Business Combination, the fair value of the shares of common stock underlying stock options had historically been determined by the Board, with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date.

After the completion of the Business Combination, the Company measures compensation expense for stock-based awards to employees, non-employees and directors based upon the awards’ initial grant-date fair values. Stock-based compensation expense for stock options, restricted stock units and performance awards is recorded over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value the award recipients ultimately receive. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s common stock on the date of grant. The fair value of stock option grants with a market condition is estimated at the date of grant using the Monte Carlo simulation model (“Monte Carlo”). The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model (“Black-Scholes”). The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The effect of forfeiture in compensation costs is recognized based on actual forfeitures when they occur.

Black-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of common stock, and expected dividend yield; each of which is described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value.

●

Expected Term: The expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

●

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

●

Expected Stock Price Volatility: The Company determined expected annual equity volatility based on the combination of the historical volatility of its common stock and the historical volatility of the common stock comparable to the Company’s common stock.

●

Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, we assume no dividend yield in valuing the stock-based awards.

●

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

Income Taxes

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

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate, as well as the related net interest and penalties, as applicable. As of December 31, 2023 and 2022, the Company had gross unrecognized tax benefits of approximately $1.4 million and $0 million, respectively. The Company did not accrue interest or penalties associated with any uncertain tax positions, and no interest or penalties were recognized during the years ended December 31, 2023, 2022 and 2021.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates, as well as additional disaggregation of taxes paid in both U.S. and foreign jurisdictions. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The amendments are effective for fiscal years beginning after December 31, 2024. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating the effect ASU 2023-09 may have on its Consolidated Financial Statements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 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 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 Consolidated Financial Statements, the specific future impact is not readily determinable as of the date of the filing of this Annual Report on Form 10-K. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other Global Developments

Throughout 2022 and 2023, various central banks around the world, including the Federal Reserve in the United States, raised interest rates. While these rate increases have not had a significant adverse impact on the Company to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact the Company in the future. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.

Although the Company was not significantly impacted by the conflicts in Ukraine or Israel and Gaza, 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 these conflicts on the global economy. To date, the business has not been materially impacted by the conflicts, however, as the conflicts continue or worsen, it may impact the business, financial condition, results of operations and cash flows.

Concentration of Business Risk

Segment Reporting

Reclassifications

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

Use of Estimates

●

valuation allowances with respect to deferred tax assets;

●

inventory valuation;

●

valuation of excess and obsolete inventory reserves;

●

valuation for acquisitions;

●

valuation of goodwill;

●

assumptions used for leases;

●

valuation of warrant liabilities;

●

assumptions associated with revenue recognition; and

●

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

Foreign Currency Translation and Transactions

Cash Equivalents

Accounts Receivable, Net

Marketable Securities

Dividends on marketable securities are recognized as income when declared and are recorded as Dividend income in the Consolidated Statements of Operations and Comprehensive Loss.

Inventory, Net

Prepaid Expenses and Other Current Assets

Property and Equipment, Net

Estimated useful lives of property and equipment are as follows:

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

Capitalized Software Development Costs

Impairment of Long-Lived Assets

Leases

Goodwill

The Company reviews goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate the carrying amount may not be recoverable.

Warrant Liabilities

Warranty

Convertible Preferred Stock

Revenue Recognition

Deferred Revenue

Shipping and Handling Costs

Research and Development

Selling, General and Administrative

Net Loss per Share

Stock-Based Compensation

●

Expected Term: The expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

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

●

Dividend Yield: Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, we assume no dividend yield in valuing the stock-based awards.

●

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

Income Taxes

Recently Issued Accounting Pronouncements

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 1,082	$ 0	$ 0
Cost of revenue	594	0	0
Gross profit	488	0	0
Operating expenses:
Research and development	67,025	72,062	46,575
Selling, general and administrative	44,634	42,296	50,333
Goodwill impairment	0	9,483	0
Total operating expenses	111,659	123,841	96,908
Loss from operations	(111,171)	(123,841)	(96,908)
Interest expense, net	0	0	(5)
Dividend income	9,536	5,301	2,549
Gain (loss) on marketable securities, net	5,587	(20,603)	(5,023)
Change in fair value of warrant liabilities	(278)	6,243	4,379
Other income, net	366	458	19
Loss before provision for income taxes	(95,960)	(132,442)	(94,989)
Provision for income taxes	0	0	0
Net loss	(95,960)	(132,442)	(94,989)
Comprehensive loss	$ (95,960)	$ (132,442)	$ (94,989)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (0.68)	$ (0.95)	$ (1.19)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.68)	$ (0.95)	$ (1.19)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	141,300	139,255	79,579
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	141,300	139,255	79,579
Product [Member]
Revenue	$ 1,031	$ 0	$ 0
Service [Member]
Revenue	$ 51	$ 0	$ 0

Commitments and Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	$ 0	$ 0
Licenses Related to Certain Intellectual Property [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	100
Licenses Related to Certain Intellectual Property [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Accrued payments	$ 100	$ 0

Investments in Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2023

Investments in Marketable Securities [Abstract]

Dividend Income, Realized and Unrealized Gain/(Loss) on Marketable Securities

	2023		2022			2021
Dividend income from marketable securities	$	9,536	$	5,301		$	2,549
Gain (loss) on marketable securities, net	$	5,587	$	(20,603	)	$	(5,023	)

Available-for-Sale Securities

The following is a summary of the Company’s available-for-sale securities recorded within Marketable securities in the Consolidated Balance Sheets as of December 31, 2023 (in thousands):

	December 31, 2023
	Amortized Costs		Gross Realized Gains		Gross Unrealized Gains		Fair Value
Short-term marketable securities:
U.S. Treasury securities	$	82,625	$	-	$	15	$	82,640
Commercial paper		41,229		-		7		41,236
Total	$	123,854	$	-	$	22	$	123,876

Available-for-Sale Securities by Remaining Contractual Maturity

	December 31, 2023
	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Short-term marketable securities:
U.S. Treasury securities	$	82,640	$	-	$	-	$	82,640
Commercial paper		41,236		-		-		41,236
Total	$	123,876	$	-	$	-	$	123,876

Business Combination	12 Months Ended
Business Combination	Dec. 31, 2023
HighCape [Member]
Business Combination [Abstract]
Business Combination	Note 3. Business Combination As discussed in Note 1. Organization and Description of Business, on June 10, 2021, the Company consummated the Business Combination, with Legacy Quantum-Si surviving the Merger as a wholly owned subsidiary of the Company. Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share of Legacy Quantum-Si capital stock (other than shares of Legacy Quantum-Si Series A preferred stock) that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive 0.7975 (the “Exchange Ratio”) shares of the Company’s Class A common stock, and each share of Legacy Quantum-Si Series A preferred stock that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive the number of shares of the Company’s Class B common stock equal to the Exchange Ratio. The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was 116,463,160, and the total number of the Company’s Class B common stock outstanding immediately following the Closing was 19,937,500. In connection with the Business Combination, certain institutional investors purchased from the Company an aggregate of 42,500,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $425,001 pursuant to separate subscription agreements entered into effective as of February 18, 2021. In addition, pursuant to subscription agreements entered into effective as of February 18, 2021, certain affiliates of Foresite Capital Management, LLC purchased an aggregate of 696,250 shares of the Company’s Class A common stock at a purchase price of $0.001 per share for aggregate purchase price of $1 after a corresponding number of shares of the Company’s Class A common stock was irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Quantum-Si stockholders continued to control the Company following the Closing of the Business Combination. Under this method of accounting, HighCape was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy Quantum-Si issuing stock for the net assets of HighCape, accompanied by a recapitalization. The net assets of HighCape were stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s capital stock and equity awards prior to the Business Combination were retroactively restated reflecting the Exchange Ratio. Upon the Closing, the Company’s certificate of incorporation was amended and restated to, among other things, adopt a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Quantum-Si and Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.

Equity Transactions (Details) $ / shares in Units, $ in Millions	5 Months Ended
	Dec. 31, 2023 Vote $ / shares shares	Aug. 31, 2023 USD ($)	Dec. 31, 2022 $ / shares shares
Preferred Stock [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000		1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding (in shares)	0		0
Common Class A [Member]
At-the-market Equity Offering Program [Abstract]
Shares issued or sold under ATM Offering (in shares)	0
Common Stock [Abstract]
Common stock, shares authorized (in shares)	600,000,000		600,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares)	121,832,417		120,006,757
Number of votes per share \| Vote	1
Common Class A [Member] \| Maximum [Member]
At-the-market Equity Offering Program [Abstract]
Common stock that can be sold in ATM offerings \| $		$ 75.0
Percentage of gross proceeds from sales of shares paid as compensation		3.00%
Common Class B [Member]
Common Stock [Abstract]
Common stock, shares authorized (in shares)	27,000,000		27,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares)	19,937,500		19,937,500
Number of votes per share \| Vote	20

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Note 9. Leases

Lease-related costs for the years ended December 31, 2023 and 2022 are as follows (in thousands):

	2023		2022
Operating lease cost	$	3,478	$	3,182
Variable lease cost		1,678		1,370
Total lease cost	$	5,156	$	4,552

As of December 31, 2023, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands):

	Remaining Lease Payments
2024	$	4,436
2025		4,527
2026		4,585
2027		4,549
2028		2,975
Thereafter		10,053
Total remaining undiscounted lease payments	$	31,125
Less: Imputed interest		(6,718	)
Less: Lease incentives (1)		(9,104	)
Total operating lease liabilities		15,303
Less: current portion		(1,566	)
Long-term operating lease liabilities	$	13,737
Weighted-average remaining lease term (in years)		6.4
Weighted-average discount rate		7.9	%

⁽¹⁾	Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements.

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the years ended December 31, 2023 and 2022 (in thousands):

	2023		2022
Operating cash paid to settle operating lease liabilities	$	4,298	$	2,390
Right-of-use assets obtained in exchange for lease liabilities	$	83	$	10,033

In December 2021, the Company signed a 10-year lease for approximately 67,000 square feet of space in New Haven, Connecticut. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord agreed to reimburse the Company for up to $9.1 million 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 these lease incentives as an offset to the lease liability recorded at the inception of the lease. Although the Company believes it is contractually entitled to the $9.1 million 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.

As of December 31, 2023 and 2022, the Company has incurred and recognized total leasehold improvements of approximately $1.6 million and $1.1 million, respectively, related to reimbursable construction costs included in construction in progress within Property and equipment, net, in the Consolidated Balance Sheets.

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value of Financial Instruments [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables set forth the Company’s fair value hierarchy for assets and liabilities measured at fair value as of December 31, 2023 and 2022 (in thousands):

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	50,226	$	-	$	-	$	50,226
U.S. Treasury securities		59,654		-		-		59,654
Commercial paper		-		19,436		-		19,436
Marketable securities:
U.S. Treasury securities		82,640		-		-		82,640
Commercial paper		-		41,236		-		41,236
Total assets at fair value on a recurring basis	$	192,520	$	60,672	$	-	$	253,192

Liabilities:
Public Warrants	$	1,227	$	-	$	-	$	1,227
Private Warrants		-		-		47		47
Total liabilities at fair value on a recurring basis	$	1,227	$	-	$	47	$	1,274

	December 31, 2022
Financial Assets:
Cash equivalents:
Money market funds	$	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	$	958	$	-	$	38	$	996

Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Income Tax Assets [Abstract]
Net operating loss carryforwards	$ 89,525	$ 77,008
Tax credit carryforwards	9,855	13,358
Stock-based compensation	4,528	7,309
Operating lease liabilities	3,385	4,344
Loss on marketable securities	2,195	5,724
Capitalized research and development	30,878	12,005
Other	2,938	3,925
Total deferred income tax assets	143,304	123,673
Deferred Income Tax Liabilities [Abstract]
Operating lease right-of-use assets	(215)	(4,258)
Property and equipment	(3,558)	(381)
Total deferred income tax liabilities	(3,773)	(4,639)
Valuation allowance	(139,531)	(119,034)
Net deferred tax assets (liabilities)	$ 0	$ 0

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share [Abstract]

Basic and Diluted Net Loss Per Share

The following table presents the calculations for the years ended December 31, 2023, 2022 and 2021 of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share amounts):

	2023			2022			2021
Numerator
Net loss	$	(95,960	)	$	(132,442	)	$	(94,989	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(95,960	)	$	(132,442	)	$	(94,989	)
Denominator
Common stock		141,300			139,255			79,579
Denominator for basic and diluted EPS - weighted-average common stock		141,300			139,255			79,579
Basic and diluted net loss per share	$	(0.68	)	$	(0.95	)	$	(1.19	)

Potential Dilutive Shares Excluded from Diluted Net Loss Per Share

The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive for the years ended December 31, 2023, 2022 and 2021:

	2023		2022		2021
Outstanding options to purchase common stock		22,511,900		19,427,755		7,726,972
Outstanding restricted stock units		847,169		2,018,449		4,586,972
Outstanding warrants		3,968,319		3,968,319		3,968,319
		27,327,388		25,414,523		16,282,263

Income Taxes, Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unrecognized Tax Benefits [Roll Forward]
Beginning balance	$ 0	$ 0	$ 0
Increases related to prior year tax positions	1,310	0	0
Increases related to current year tax positions	69	0	0
Ending balance	1,379	0	0
Accrued interest or penalties associated with uncertain tax positions	0	0
Interest or penalties associated with uncertain tax positions	0	0	0
Tax benefit from participation in research and development tax credit exchange program	200	200	$ 900
Prepaid Expenses and Other Current Assets [Member]
Income Taxes [Abstract]
Research and development tax credit receivables	$ 200	$ 200

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Stock-based Compensation [Abstract]

Stock-based Compensation

Note 12. Stock-based Compensation

Equity Incentive Plan

The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the Closing of the Business Combination, the Company adjusted the equity awards as described in Note 3. Business Combination. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair value, vesting conditions, and classification were the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of December 31, 2023 and 2022, there were 13,932,697 and 9,133,702 shares, respectively, available for future grant under the 2021 Plan.

Inducement Equity Incentives

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 Class A 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.

As of December 31, 2023, there were 60,250 shares remaining available for issuance under the 2023 Inducement Plan.

On November 9, 2022, the Company granted inducement awards to its Chief Executive Officer 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.

Stock options

Stock-based compensation related to stock options for the years ended December 31, 2023, 2022 and 2021 was $7.1 million, $7.3 million and $6.1 million, respectively.

During the year ended December 31, 2023, the Company granted an aggregate of 10,138,730 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates and, in specific instances, certain market conditions. These stock option awards included 2,000,000 stock options granted to the Chief Financial Officer which are subject to service and/or certain market conditions. The stock option awards granted to the Chief Financial Officer include 1,000,000 stock options issued from the 2021 Plan and 1,000,000 inducement stock options issued from the 2023 Inducement Plan which are subject to a service condition and certain market conditions. The service condition requires the Chief Financial Officer’s continued employment with the Company through the applicable vesting dates. The market conditions require the Company’s Class A common stock trade above a specified level for a defined period of time. The fair value of awards with market conditions was estimated at the grant date using the Monte Carlo simulation model.

During the year ended December 31, 2022, the Company granted 14,271,330 stock option awards to participants with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates and, in specific instances, certain market conditions. These stock option awards included 6,950,000 stock options granted to the Chief Executive Officer which are subject to service and/or certain market conditions and 2,000,000 stock options granted to the prior President and Chief Operating Officer, of which 1,708,334 were forfeited on August 31, 2023 upon the termination of his employment with the Company. The stock options granted to the Chief Executive Officer include 4,170,000 stock options issued from the 2021 Plan and 2,780,000 inducement stock options granted outside of 2021 Plan. The service condition requires the participant’s continued employment with the Company through the applicable vesting dates. The market conditions require the Company’s Class A common stock trade above a specified level for a defined period of time. The fair value of awards with market conditions was estimated at the grant date using the Monte Carlo simulation model.

During the year ended December 31, 2021, the Company granted 3,514,510 stock option awards subject to service and/or certain performance conditions. The service condition required the participant’s continued employment with the Company through the applicable vesting date. The performance condition required the consummation of a contemplated business combination as defined in the option award agreement. For stock options with performance conditions, stock-based compensation expense was only to be recognized if the performance conditions become probable to be satisfied. Accordingly, the Company recorded stock-based compensation expense of $3.1 million for options awards for the year ended December 31, 2021 as the Business Combination was consummated during this time period. There was no such stock-based compensation expense for the years ended December 31, 2023 and 2022.

During the year ended December 31, 2019 the Company granted approximately 205,000 stock option awards subject to a single performance-based condition, the completion of a financing event related to the Business Combination as defined in the stock option award agreement. For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $0.5 million for these stock option awards as the Business Combination was consummated during this time period and the performance-based condition was met. There was no such stock-based compensation expense for the years ended December 31, 2023 and 2022.

The Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black-Scholes option pricing model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2023, 2022 and 2021 were as follows:

		2023		2022		2021
Expected term (in years)		5.0 – 6.2		5.5 – 6.4		5.5 – 6.3
Risk-free interest rate		3.4% – 4.4%		1.7% – 4.2%		0.9% – 1.4%
Expected volatility		62% - 64%		58% - 64%		54% - 70%
Expected dividend yield		-		-		-
Weighted average fair value/share at grant date	$	1.01	$	1.51	$	5.25

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

	Number of Options			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020		7,369,541		$	2.37		6.77	$	4,094
Granted		3,514,510			8.89
Exercised		(2,661,252	)		2.11
Forfeited		(495,827	)		6.84
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Granted		14,271,330			3.04
Exercised		(1,123,249	)		2.45
Forfeited		(1,447,298	)		5.43
Outstanding at December 31, 2022		19,427,755		$	3.69		8.68	$	378
Granted		10,138,730			1.79
Exercised		(140,559	)		2.55
Forfeited		(6,914,026	)		3.86
Outstanding at December 31, 2023		22,511,900		$	2.79		8.22	$	3,194
Exercisable at December 31, 2023		6,799,386		$	3.73		6.45	$	406
Vested and expected to vest at December 31, 2023		18,629,173		$	2.87		8.06	$	2,505

The Company received cash proceeds from the exercise of stock options of $0.4 million, $2.8 million and $5.6 million during the years ended December 31, 2023, 2022 and 2021, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2023, 2022 and 2021, was $0.1 million, $1.9 million and $17.2 million, respectively.

Restricted stock units

During the year ended December 31, 2023, the Company granted 786,938 restricted stock unit (“RSU”) awards.

On February 8, 2022, John Stark, the Company’s former Chief Executive Officer and member of its board of directors, stepped down from all of his positions with the Company. As a result of Mr. Stark not meeting the service conditions of certain awards previously granted to him, 1,731,371 RSU awards were forfeited, resulting in a reversal of stock-based compensation for the year ended December 31, 2022 of $4.7 million.

During the year ended December 31, 2021, the Company granted 4,861,315 RSU awards subject to service, performance and/or market conditions. These awards include 1,703,460 and 170,346 RSU awards to the Company’s former Chief Executive Officer and General Counsel, respectively, subject to service and performance conditions, 1,800,000 RSU awards to the Interim Chief Executive Officer and Executive Chairman of the Company and two members of the board of directors subject to service and/or performance conditions, and 453,777 RSU awards to the Company’s former Chief Executive Officer subject to service, market and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires the Company’s Class A common stock subsequent to a business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds and that the Company’s common stock subsequent to a business combination trades above a specified level for a defined period of time. For RSU awards with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition would only become probable once a business combination or financing transaction was consummated. Accordingly, the Company recorded stock-based compensation expense of $18.6 million for the year ended December 31, 2021 related to these RSU awards as the Business Combination was consummated during this time period.

Stock-based compensation related to RSU awards for the years ended December 31, 2023, 2022 and 2021 was $1.4 million, $3.9 million and $18.9 million, respectively.

The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2023, 2022 and 2021, as well as restricted stock units granted, vested, and forfeited during the year were as follows:

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value (per share)
Nonvested RSUs at December 31, 2020		-		$	-
Granted		4,861,315			8.03
Vested		(274,343	)		8.53
Forfeited		-			-
Nonvested RSUs at December 31, 2021		4,586,972		$	8.00
Granted		66,666			3.00
Vested		(798,575	)		8.24
Forfeited		(1,836,614	)		7.26
Nonvested RSUs at December 31, 2022		2,018,449		$	8.41
Granted		786,938			1.67
Vested		(1,685,101	)		8.55
Forfeited		(273,117	)		5.89
Nonvested RSUs at December 31, 2023		847,169		$	2.68

Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):

	2023		2022		2021
Research and development	$	2,961	$	4,548	$	5,718
Selling, general and administrative		5,555		6,658		19,200
Total stock-based compensation	$	8,516	$	11,206	$	24,918

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

As of December 31, 2023 total unrecognized stock-based compensation related to stock options and restricted stock was $17.3 million, which is expected to be recognized over the remaining weighted average vesting period of 3.1 years.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Estimated Useful Lives of Property and Equipment

Estimated useful lives of property and equipment are as follows:

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

Stock-based Compensation, Assumptions Used to Value Option Grants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employees and Nonemployees [Abstract]
Expected dividend yield	0.00%
Employees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield	0.00%
Weighted average fair value/share at grant date (in dollars per share)	$ 1.01
Employees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Expected term (in years)	5 years	5 years 6 months
Risk-free interest rate	3.40%	1.70%
Expected volatility	62.00%	58.00%	54.00%
Employees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Expected term (in years)	6 years 2 months 12 days	6 years 4 months 24 days
Risk-free interest rate	4.40%	4.20%
Expected volatility	64.00%	64.00%	70.00%
Nonemployees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield		0.00%	0.00%
Weighted average fair value/share at grant date (in dollars per share)		$ 1.51	$ 5.25
Nonemployees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Expected term (in years)			5 years 6 months
Risk-free interest rate			0.90%
Nonemployees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Expected term (in years)			6 years 3 months 18 days
Risk-free interest rate			1.40%

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 17. Related Party Transactions 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 $0.5 million, $0.6 million and $2.0 million, which included $0.1 million, $0.2 million and $0.1 million under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the years ended December 31, 2023, 2022 and 2021, respectively. These amounts are included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The amounts advanced and due to 4C included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2022 related to operating expenses were $0.1 million. There were no amounts advanced and due to 4C as of December 31, 2023. Amounts advanced and due from 4C included in Prepaid expenses and other current assets in the Consolidated Balance Sheets as of December 31, 2023 and 2022 were immaterial. 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 as of December 31, 2023 and 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 recorded a final payment of $1.1 million under the Collaboration for all services rendered included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. There were no such amounts recorded for the years ended December 31, 2023 and 2021. Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New Collaboration”) with PEI to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The New Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. As of December 31, 2023, the amount due from PEI to the Company related to the New Collaboration was $0.3 million. As of December 31, 2022, the amount due to the Company was immaterial. 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 the Company’s 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, as a member of the Board and a member of the Nominating and Corporate Governance Committee. In connection with these services, the Company paid $0.1 million, $0.4 million and $0.1 million to Dr. Rothberg for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts are included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Dr. Rothberg did not receive any additional compensation for serving as the Company’s Interim Chief Executive Officer in 2022.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes, Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current [Abstract]
Federal	$ 0	$ 0	$ 0
State	0	0	0
Foreign	0	0	0
Total current	0	0	0
Deferred [Abstract]
Federal	0	0	0
State	0	0	0
Foreign	0	0	0
Total deferred	0	0	0
Income tax provision	$ 0	$ 0	$ 0

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022 (in thousands):

	2023		2022
Restructuring costs	$	519	$	-
Business acquisition costs and contingencies		-		343
Legal fees		979		839
Royalties		123		-
Other		194		88
Total accrued expenses and other current liabilities	$	1,815	$	1,270

Summary of Significant Accounting Policies, Capitalized Software Development Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Capitalized Software Development Costs [Abstract]
Estimated useful life	2 years
Amortization expense related to internally developed software	$ 200	$ 0	$ 0
Internally developed software	$ 532	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (95,960)	$ (132,442)	$ (94,989)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,156	2,584	1,041
Non-cash lease expense	1,402	1,249	415
(Gain) loss on marketable securities, net	(5,587)	20,603	5,023
Loss on disposal of fixed assets	136	91	70
Goodwill impairment	0	9,483	0
Change in fair value of warrant liabilities	278	(6,243)	(4,379)
Change in fair value of contingent consideration	(400)	176	36
Change in fair value of stock consideration	0	(320)	0
Stock-based compensation	8,516	11,206	24,918
Changes in operating assets and liabilities:
Accounts receivable, net	(368)	0	0
Inventory, net	(3,096)	0	0
Prepaid expenses and other current assets	2,159	(1,005)	(4,893)
Operating lease right-of-use assets	(83)	(10,033)	(7,388)
Other assets	2	(7)	(690)
Other assets - related party	0	0	738
Accounts payable	(1,220)	721	709
Accrued expenses and other current liabilities	(1,835)	4,009	4,498
Other long-term liabilities	7	0	0
Operating lease liabilities	(2,143)	9,368	8,078
Net cash used in operating activities	(94,036)	(90,560)	(66,813)
Cash flows from investing activities:
Purchases of property and equipment	(4,510)	(10,741)	(5,763)
Internally developed software - capitalized costs	(763)	0	0
Purchases of marketable securities	(123,809)	(834)	(440,542)
Sales of marketable securities	272,510	148,760	0
Business acquisition	0	0	(4,632)
Net cash provided by (used in) investing activities	143,428	137,185	(450,937)
Cash flows from financing activities:
Proceeds from exercise of stock options	357	2,757	5,618
Deferred offering costs	(208)	0	0
Net proceeds from equity infusion from the Business Combination	0	0	512,788
Payment of notes payable	0	0	(1,749)
Stock issuance costs for Series E convertible preferred stock	0	0	(4)
Payment of contingent consideration - business acquisition	0	(348)	0
Payment of deferred consideration - business acquisition	0	(500)	0
Principal payments under finance lease obligations	0	0	(28)
Net cash provided by financing activities	149	1,909	516,625
Net increase (decrease) in cash and cash equivalents	49,541	48,534	(1,125)
Cash and cash equivalents at beginning of period	84,319	35,785	36,910
Cash and cash equivalents at end of period	133,860	84,319	35,785
Supplemental disclosure of cash flow information:
Cash received from exchange of research and development tax credits	1,523	0	173
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchased but not paid	302	1,260	1,385
Deferred offering costs payable	105	0	0
Forgiveness of related party promissory notes	0	0	150
Noncash equity issuance - business acquisition	0	151	4,232
Noncash equity related warrants from the Business Combination	0	0	11,618
Conversion of the convertible preferred stock into Class A and Class B common stock	0	0	195,810
Noncash contingent consideration and holdbacks - business acquisition	$ 0	$ 0	$ 1,552

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2020					$ 195,814
Balance (in shares) at Dec. 31, 2020					90,789,268
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ (4)
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					0
Conversion of the convertible preferred stock into Class A and B common stock					$ (195,810)
Conversion of the convertible preferred stock into Class A and B common stock (in shares)					(90,789,268)
Balance at Dec. 31, 2021					$ 0
Balance (in shares) at Dec. 31, 2021					0
Balance at Dec. 31, 2020	$ 1	$ 0	$ 12,517	$ (172,243)	$ (159,725)
Balance (in shares) at Dec. 31, 2020	5,378,287	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	5,618	0	5,618
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	2,935,595	0
Conversion of the convertible preferred stock into common stock	$ 5	$ 2	195,803	0	195,810
Conversion of the convertible preferred stock into common stock (in shares)	52,466,941	19,937,500
Net equity infusion from the Business Combination	$ 6	$ 0	501,164	0	501,170
Net equity infusion from the Business Combination (in shares)	56,708,872	0
Majelac Technologies LLC Acquisition	$ 0	$ 0	4,232	0	4,232
Majelac Technologies LLC Acquisition (in shares)	535,715	0
Stock-based compensation	$ 0	$ 0	24,918	0	24,918
Net loss	0	0	0	(94,989)	(94,989)
Balance at Dec. 31, 2021	$ 12	$ 2	744,252	(267,232)	477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500
Balance at Dec. 31, 2022					$ 0
Balance (in shares) at Dec. 31, 2022					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	2,757	0	$ 2,757
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	1,921,824	0
Majelac Technologies LLC Acquisition	$ 0	$ 0	151	0	151
Majelac Technologies LLC Acquisition (in shares)	59,523	0
Stock-based compensation	$ 0	$ 0	11,206	0	11,206
Net loss	0	0	0	(132,442)	(132,442)
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
Balance at Dec. 31, 2023					$ 0
Balance (in shares) at Dec. 31, 2023					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	357	0	$ 357
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	1,825,660	0
Stock-based compensation	$ 0	$ 0	8,516	0	8,516
Net loss	0	0	0	(95,960)	(95,960)
Balance at Dec. 31, 2023	$ 12	$ 2	$ 767,239	$ (495,634)	$ 271,619
Balance (in shares) at Dec. 31, 2023	121,832,417	19,937,500

Investments in Marketable Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unrealized and Realized Gains/(Losses) and Dividend Income on Marketable Securities [Abstract]
Dividend income from marketable securities	$ 9,536	$ 5,301	$ 2,549
Gain (loss) on marketable securities, net	5,587	$ (20,603)	$ (5,023)
Available-for-Sale Securities [Abstract]
Amortized costs	123,854
Gross unrealized gains	22
Fair value	123,876
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract]
One year or less	123,876
Over one year through five years	0
Over five years	0
Total	123,876
US Treasury Securities [Member]
Available-for-Sale Securities [Abstract]
Amortized costs	82,625
Gross unrealized gains	15
Fair value	82,640
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract]
One year or less	82,640
Over one year through five years	0
Over five years	0
Total	82,640
Commercial Paper [Member]
Available-for-Sale Securities [Abstract]
Amortized costs	41,229
Gross unrealized gains	7
Fair value	41,236
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract]
One year or less	41,236
Over one year through five years	0
Over five years	0
Total	$ 41,236

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 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)	121,832,417	120,006,757
Common stock, shares outstanding (in shares)	121,832,417	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

Inventory, Net

12 Months Ended

Dec. 31, 2023

Inventory, Net [Abstract]

Inventory, Net

Note 7. Inventory, Net

Inventory, net, consists of the following as of December 31, 2023 and 2022 (in thousands):

	2023		2022
Raw materials	$	1,608	$	-
Work in progress		779		-
Finished goods		1,558		-
Total inventory, net	$	3,945	$	-

During the fourth quarter of 2023 the Company secured critical parts required to transition its Platinum^®contract manufacturing process to a new manufacturing partner. As part of this process, the Company was required to buy a minimum amount of parts from the former contracted manufacturer, resulting in excess inventory. During the year ended December 31, 2023, the Company recorded a $3.4 million reserve against inventory in Research and development expenses in the Consolidated Statements of Operations and Comprehensive Loss related to product that was considered to not have an alternative future use. Additionally, immaterial inventory reserves were included in Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss. There were no such reserves recorded against inventory for the years ended December 31, 2022 or 2021.

Restructuring

12 Months Ended

Dec. 31, 2023

Restructuring [Abstract]

Restructuring

Note 15. Restructuring

The Company committed to organizational restructurings during the first and third quarters of 2023, designed to decrease its costs and create a more streamlined organization to support its business. As of December 31, 2023, the Company has recorded a restructuring liability of $0.5 million, which is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The Company’s restructuring costs, primarily for cash severance and other severance costs, are allocated to the following operating expense categories as follows (in thousands):

	Research and Development			Selling, general and administrative			Total
Balance as of December 31, 2022	$	-		$	-		$	-
Restructuring charges incurred⁽¹⁾		3,083			1,421			4,504
Cash payments and other adjustments⁽¹⁾		(2,570	)		(1,415	)		(3,985	)
Balance as of December 31, 2023	$	513		$	6		$	519
Current liabilities							$	519
Long-term liabilities								-
Total liabilities as of December 31, 2023							$	519

⁽¹⁾	Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses.

The Company expects to incur additional restructuring charges of approximately $0.1 million. The Company estimates these additional restructuring charges to be primarily comprised of cash severance and other severance costs. The Company’s restructuring activities are expected to be complete in the first quarter of 2024.

Stock-based Compensation, Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Proceeds from exercise of stock options		$ 357	$ 2,757	$ 5,618
Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)			6,950,000
Chief Financial Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		2,000,000
President and Chief Operating Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)			2,000,000
Forfeited (in shares)	(1,708,334)
2021 Plan [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)			4,170,000
2021 Plan [Member] \| Chief Financial Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		1,000,000
2023 Inducement Plan [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)			2,780,000
2023 Inducement Plan [Member] \| Chief Financial Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		1,000,000
Stock Options [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense		$ 7,100	$ 7,300	$ 6,100
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)		19,427,755	7,726,972	7,369,541
Granted (in shares)		10,138,730	14,271,330	3,514,510
Exercised (in shares)		(140,559)	(1,123,249)	(2,661,252)
Forfeited (in shares)		(6,914,026)	(1,447,298)	(495,827)
Outstanding, ending balance (in shares)		22,511,900	19,427,755	7,726,972	7,369,541
Exercisable (in shares)		6,799,386
Vested and expected to vest (in shares)		18,629,173
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share)		$ 3.69	$ 5.14	$ 2.37
Granted (in dollars per share)		1.79	3.04	8.89
Exercised (in dollars per share)		2.55	2.45	2.11
Forfeited (in dollars per share)		3.86	5.43	6.84
Outstanding, ending balance (in dollars per share)		2.79	$ 3.69	$ 5.14	$ 2.37
Options exercisable (in dollars per share)		3.73
Vested and expected to vest (in dollars per share)		$ 2.87
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding		8 years 2 months 19 days	8 years 8 months 4 days	7 years 6 months 29 days	6 years 9 months 7 days
Weighted average remaining contractual term, options exercisable		6 years 5 months 12 days
Weighted average remaining contractual term, vested and expected to vest		8 years 21 days
Aggregate intrinsic value, outstanding, beginning balance		$ 378	$ 24,511	$ 4,094
Aggregate intrinsic value, outstanding, ending balance		3,194	378	24,511	$ 4,094
Aggregate intrinsic value, options exercisable		406
Aggregate intrinsic value, vested and expected to vest		2,505
Proceeds from exercise of stock options		400	2,800	5,600
Intrinsic value of stock options exercised		100	$ 1,900	17,200
Stock Options Subject to Performance Condition Related to Business Combination [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense		$ 0		$ 3,100
Stock Options Subject to Performance Condition Related to Completion of Financing Event [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense						$ 500
Number of Options [Roll Forward]
Granted (in shares)						205,000

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Feb. 20, 2024	Jun. 30, 2023
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-39486
Entity Registrant Name	QUANTUM-SI INCORPORATED
Entity Central Index Key	0001816431
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1388175
Entity Address, Address Line One	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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 179.3
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	New York, New York
Common Class A [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		121,832,417
Common Class B [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		19,937,500
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [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

Leases, New Haven, Connecticut (Details)

Dec. 31, 2023

USD ($)

ft²

Dec. 31, 2022

USD ($)

Leases [Abstract]

Lease incentives

^[1]

$ 9,104,000

Space Located in New Haven, Connecticut [Member]

Leases [Abstract]

Lease term

10 years

Area of leased space | ft²

67,000

Lease incentives

$ 9,100

Leasehold improvements

$ 1,600

$ 1,100

[1]	Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements.

Stock-based Compensation, RSU Activity (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) Director $ / shares shares
RSU Awards [Member]
Restricted Stock Units [Abstract]
Number of members of board of directors receiving grant of RSU award \| Director			2
Stock-based compensation \| $	$ 1.4	$ 3.9	$ 18.9
Number of Shares Underlying RSUs [Roll Forward]
Nonvested RSUs, beginning balance (in shares)	2,018,449	4,586,972	0
Granted (in shares)	786,938	66,666	4,861,315
Vested (in shares)	(1,685,101)	(798,575)	(274,343)
Forfeited (in shares)	(273,117)	(1,836,614)	0
Non-vested RSUs, ending balance (in shares)	847,169	2,018,449	4,586,972
Weighted Average Grant-Date Fair Value [Abstract]
Non-vested RSUs, beginning balance (in dollars per share) \| $ / shares	$ 8.41	$ 8	$ 0
Granted (in dollars per share) \| $ / shares	1.67	3	8.03
Vested (in dollars per share) \| $ / shares	8.55	8.24	8.53
Forfeited (in dollars per share) \| $ / shares	5.89	7.26	0
Non-vested RSUs, ending balance (in dollars per share) \| $ / shares	$ 2.68	$ 8.41	$ 8
RSU Awards [Member] \| Former Chief Executive Officer [Member]
Restricted Stock Units [Abstract]
Stock-based compensation \| $	$ (4.7)
Number of Shares Underlying RSUs [Roll Forward]
Forfeited (in shares)	(1,731,371)
RSU Awards Subject to Service and Performance Conditions [Member]
Restricted Stock Units [Abstract]
Stock-based compensation \| $			$ 18.6
RSU Awards Subject to Service and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)			1,703,460
RSU Awards Subject to Service and Performance Conditions [Member] \| General Counsel [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)			170,346
RSU Awards Subject to Service and/or Performance Condition [Member] \| Interim Executive Chairman and Two Members of Board of Directors [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)			1,800,000
RSU Awards Subject to Service, Market and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)			453,777

Summary of Significant Accounting Policies, Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Abstract]
Goodwill impairment	$ 0	$ 9,483	$ 0

Income Taxes, Tax Credit Carryforwards (Details) - Research and Development [Member] $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Federal [Member]
Tax Credit Carryforwards [Abstract]
Tax credit carryforwards	$ 8.1
Federal [Member] \| Earliest Tax Year [Member]
Tax Credit Carryforwards [Abstract]
Tax credit carryforwards, expiration date	Dec. 31, 2033
Connecticut [Member]
Tax Credit Carryforwards [Abstract]
Tax credit carryforwards	$ 3.8

Inventory, Net (Tables)

12 Months Ended

Dec. 31, 2023

Inventory, Net [Abstract]

Inventory, Net

Inventory, net, consists of the following as of December 31, 2023 and 2022 (in thousands):

	2023		2022
Raw materials	$	1,608	$	-
Work in progress		779		-
Finished goods		1,558		-
Total inventory, net	$	3,945	$	-

Summary of Significant Accounting Policies, Marketable Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Marketable Securities [Abstract]
Unrealized holding gains (losses), net of income taxes		$ 0	$ 0

Summary of Significant Accounting Policies, Warranty (Details)	12 Months Ended
	Dec. 31, 2023
Warranty [Abstract]
Warranty period	1 year

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-based Compensation [Abstract]

Assumptions Used to Value Option Grants

The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2023, 2022 and 2021 were as follows:

		2023		2022		2021
Expected term (in years)		5.0 – 6.2		5.5 – 6.4		5.5 – 6.3
Risk-free interest rate		3.4% – 4.4%		1.7% – 4.2%		0.9% – 1.4%
Expected volatility		62% - 64%		58% - 64%		54% - 70%
Expected dividend yield		-		-		-
Weighted average fair value/share at grant date	$	1.01	$	1.51	$	5.25

Stock Option Activity

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

	Number of Options			Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020		7,369,541		$	2.37		6.77	$	4,094
Granted		3,514,510			8.89
Exercised		(2,661,252	)		2.11
Forfeited		(495,827	)		6.84
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Granted		14,271,330			3.04
Exercised		(1,123,249	)		2.45
Forfeited		(1,447,298	)		5.43
Outstanding at December 31, 2022		19,427,755		$	3.69		8.68	$	378
Granted		10,138,730			1.79
Exercised		(140,559	)		2.55
Forfeited		(6,914,026	)		3.86
Outstanding at December 31, 2023		22,511,900		$	2.79		8.22	$	3,194
Exercisable at December 31, 2023		6,799,386		$	3.73		6.45	$	406
Vested and expected to vest at December 31, 2023		18,629,173		$	2.87		8.06	$	2,505

RSU Activity

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value (per share)
Nonvested RSUs at December 31, 2020		-		$	-
Granted		4,861,315			8.03
Vested		(274,343	)		8.53
Forfeited		-			-
Nonvested RSUs at December 31, 2021		4,586,972		$	8.00
Granted		66,666			3.00
Vested		(798,575	)		8.24
Forfeited		(1,836,614	)		7.26
Nonvested RSUs at December 31, 2022		2,018,449		$	8.41
Granted		786,938			1.67
Vested		(1,685,101	)		8.55
Forfeited		(273,117	)		5.89
Nonvested RSUs at December 31, 2023		847,169		$	2.68

Stock-Based Compensation

	2023		2022		2021
Research and development	$	2,961	$	4,548	$	5,718
Selling, general and administrative		5,555		6,658		19,200
Total stock-based compensation	$	8,516	$	11,206	$	24,918

Summary of Significant Accounting Policies, Deferred Revenue (Details) $ in Millions	Dec. 31, 2023 USD ($)
Accrued Expenses and Other Current Liabilities [Member]
Deferred Revenue [Abstract]
Deferred revenue	$ 0.1
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	80.00%
Remaining performance obligation, expected timing of satisfaction	1 year

Leases, Lease-Related Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease-Related Costs [Abstract]
Operating lease cost	$ 3,478	$ 3,182
Variable lease cost	1,678	1,370
Total lease cost	$ 5,156	$ 4,552

Equity Transactions	12 Months Ended
Equity Transactions	Dec. 31, 2023
Equity Transactions [Abstract]
Equity Transactions	Note 11. Equity Transactions At-the-market Equity Offering Program In August 2023, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. In August 2023, the Company also entered into an Equity Distribution Agreement (“EDA”) with an outside placement agent (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s Class A common stock having an aggregate offering price of up to $75.0 million in “at-the-market” offerings through the Agent (the “ATM Offering”). The Shelf Registration Statement included a prospectus supplement covering the offering, issuance and sale of up to $75.0 million of the Company’s Class A common stock, from time to time, through the ATM Offering. The shares to be sold under the EDA may be issued and sold pursuant to the Shelf Registration Statement. The EDA also provides that the Agent will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds from the sales of shares sold through the Agent under the EDA. The Company has no obligation to sell any shares under the EDA and may at any time suspend solicitation and offers under the EDA. To date, the Company has not issued or sold any shares of the Company’s Class A common stock under the ATM Offering. Class A Common stock As of December 31, 2023 and 2022, the Company had authorized 600,000,000 shares of Class A common stock at $0.0001 par value per share, of which a total of 121,832,417 and 120,006,757 shares were outstanding, respectively. Voting Rights Holders of Class A common stock will be entitled to cast one vote per Class A share. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held), together with each holder of Class B common stock, if and when any dividend is declared by the Board out of funds legally available therefore, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends. Class B Common stock As of December 31, 2023 and 2022, the Company had authorized 27,000,000 shares of Class B common stock at $0.0001 par value per share, of which a total of 19,937,500 shares were outstanding for both years. Voting Rights Holders of Class B common stock will be entitled to cast 20 votes per share of Class B common stock. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class B common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class B common stock will share ratably (based on the number of shares of Class B common stock held), together with each holder of Class A common stock, if and when any dividend is declared by the Board out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class B common stock with respect to the payment of dividends. Preferred Stock As of December 31, 2023 and 2022, the Company had authorized 1,000,000 shares of preferred stock at $0.0001 par value per share. There were no preferred shares outstanding for both years. Preferred stock may be issued from time to time in one or more series. Any shares of preferred stock which may be redeemed, purchased or acquired by the Company may be reissued except as otherwise provided by law.

- Definition

The entire disclosure for equity.

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 18
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

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

+ Details

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Property and Equipment, Net

Property and equipment, net, consists of the following as of December 31, 2023 and 2022 (in thousands):

	2023			2022
Laboratory and production equipment	$	14,727		$	14,031
Computer equipment		1,707			1,073
Software		188			188
Furniture and fixtures		310			218
Leasehold improvements		6,948			1,308
Construction in process		2,438			6,234
Subtotal		26,318			23,052
Less: Accumulated depreciation and amortization		(10,043	)		(6,203	)
Property and equipment, net	$	16,275		$	16,849

Fair Value of Financial Instruments, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets [Abstract]
Marketable securities	$ 123,876	$ 266,990
Liabilities [Abstract]
Warrants	1,274	996
Recurring [Member]
Assets [Abstract]
Marketable securities		266,990
Total assets	253,192	350,069
Liabilities [Abstract]
Total liabilities	1,274	996
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	1,227	958
Recurring [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	47	38
Recurring [Member] \| Money Market Funds [Member]
Assets [Abstract]
Cash equivalents	50,226	83,079
Recurring [Member] \| US Treasury Securities [Member]
Assets [Abstract]
Cash equivalents	59,654
Marketable securities	82,640
Recurring [Member] \| Commercial Paper [Member]
Assets [Abstract]
Cash equivalents	19,436
Marketable securities	41,236
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Marketable securities		266,990
Total assets	192,520	350,069
Liabilities [Abstract]
Total liabilities	1,227	958
Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	1,227	958
Recurring [Member] \| Level 1 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Level 1 [Member] \| Money Market Funds [Member]
Assets [Abstract]
Cash equivalents	50,226	83,079
Recurring [Member] \| Level 1 [Member] \| US Treasury Securities [Member]
Assets [Abstract]
Cash equivalents	59,654
Marketable securities	82,640
Recurring [Member] \| Level 1 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Cash equivalents	0
Marketable securities	0
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
Marketable securities		0
Total assets	60,672	0
Liabilities [Abstract]
Total liabilities	0	0
Recurring [Member] \| Level 2 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Level 2 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Level 2 [Member] \| Money Market Funds [Member]
Assets [Abstract]
Cash equivalents	0	0
Recurring [Member] \| Level 2 [Member] \| US Treasury Securities [Member]
Assets [Abstract]
Cash equivalents	0
Marketable securities	0
Recurring [Member] \| Level 2 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Cash equivalents	19,436
Marketable securities	41,236
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
Marketable securities		0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	47	38
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Level 3 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	47	38
Recurring [Member] \| Level 3 [Member] \| Money Market Funds [Member]
Assets [Abstract]
Cash equivalents	0	$ 0
Recurring [Member] \| Level 3 [Member] \| US Treasury Securities [Member]
Assets [Abstract]
Cash equivalents	0
Marketable securities	0
Recurring [Member] \| Level 3 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Cash equivalents	0
Marketable securities	$ 0

Related Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party [Member] \| 4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Operating expenses		$ 0.5	$ 0.6	$ 2.0
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	0.1
Related Party [Member] \| 4C [Member] \| Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member]
Related Party Transactions [Abstract]
Operating expenses		0.1	0.2	0.1
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	0.0
Related Party [Member] \| PEI [Member] \| Collaboration [Member]
Related Party Transactions [Abstract]
Amount of transaction with related party		0.0	1.1	0.0
Related Party [Member] \| PEI [Member] \| Protein Engineering Collaboration [Member]
Related Party Transactions [Abstract]
Due from related parties		0.3
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		$ 0.1	$ 0.4	$ 0.1

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Property and Equipment, Net

Note 8. Property and Equipment, Net

Property and equipment, net, consists of the following as of December 31, 2023 and 2022 (in thousands):

	2023			2022
Laboratory and production equipment	$	14,727		$	14,031
Computer equipment		1,707			1,073
Software		188			188
Furniture and fixtures		310			218
Leasehold improvements		6,948			1,308
Construction in process		2,438			6,234
Subtotal		26,318			23,052
Less: Accumulated depreciation and amortization		(10,043	)		(6,203	)
Property and equipment, net	$	16,275		$	16,849

For the years ended December 31, 2023, 2022 and 2021, depreciation and amortization expense was $4.2 million, $2.6 million and $1.0 million, respectively. The Company had losses on disposals of $0.1 million relating to property and equipment of $0.3 million with accumulated depreciation and amortization of $0.2 million for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021 the Company had losses on disposals of $0.1 million relating to property and equipment of $0.5 million with accumulated depreciation and amortization of $0.4 million.

Restructuring (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Restructuring Reserve [Roll Forward]

Beginning balance

$ 0

Restructuring charges incurred

^[1]

4,504

Cash payments and other adjustments

^[1]

(3,985)

Ending balance

519

Current liabilities

519

$ 0

Long-term liabilities

Total liabilities

519

Additional restructuring charges expected to be incurred

100

Research and Development [Member]

Restructuring Reserve [Roll Forward]

Beginning balance

Restructuring charges incurred

^[1]

3,083

Cash payments and other adjustments

^[1]

(2,570)

Ending balance

513

Total liabilities

513

Selling, General and Administrative [Member]

Restructuring Reserve [Roll Forward]

Beginning balance

Restructuring charges incurred

^[1]

1,421

Cash payments and other adjustments

^[1]

(1,415)

Ending balance

Total liabilities

$ 0

Accrued Expenses and Other Current Liabilities [Member]

Restructuring Reserve [Roll Forward]

Current liabilities

$ 519

[1]	Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment, Net [Abstract]
Property and equipment	$ 26,318	$ 23,052
Less: Accumulated depreciation and amortization	(10,043)	(6,203)
Property and equipment, net	16,275	16,849
Depreciation and amortization expense	4,200	2,600	$ 1,000
Loss on disposal of property and equipment	(136)	(91)	(70)
Disposals of Property and Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	300	300	500
Less: Accumulated depreciation and amortization	(200)	(200)	(400)
Loss on disposal of property and equipment	100	100	$ (100)
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	14,727	14,031
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,707	1,073
Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	188	188
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	310	218
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	6,948	1,308
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	$ 2,438	$ 6,234

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Components of Loss Before Provision for Income Taxes

The components of loss before provision for income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	2023			2022			2021
U.S. loss before provision for income taxes	$	(95,977	)	$	(132,442	)	$	(94,989	)
Foreign income before provision for income taxes		17			-			-
Loss before provision for income taxes	$	(95,960	)	$	(132,442	)	$	(94,989	)

Statutory to Effective Income Tax Rate Reconciliation

For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective rate, a notional 21% tax rate was applied as follows:

	2023			2022			2021
Federal income tax at statutory rate		21.0	%		21.0	%		21.0	%
State income tax, net of federal benefit		7.81			4.10			7.0
Uncertain tax positions		(1.45	)		-			-
Tax credits generated in current year		0.68			1.90			2.8
Return to provision adjustments		(3.25	)		-			-
Stock-based compensation		(3.17	)		(0.50	)		1.6
Other		(0.10	)		0.90			0.6
Valuation allowance change		(21.52	)		(27.40	)		(33.0	)
Total		0.0	%		0.0	%		0.0	%

Provision for Income Taxes

The provision for income taxes for the years ended December 31, 2023, 2022 and 2021 consists of the following (in thousands):

	2023		2022		2021
Current:
Federal	$	-	$	-	$	-
State		-		-		-
Foreign		-		-		-
Total current		-		-		-
Deferred:
Federal		-		-		-
State		-		-		-
Foreign		-		-		-
Total deferred		-		-		-
Income tax provision	$	-	$	-	$	-

Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 related to the following (in thousands):

	2023			2022
Deferred income tax assets:
Net operating loss carryforwards	$	89,525		$	77,008
Tax credit carryforwards		9,855			13,358
Stock-based compensation		4,528			7,309
Operating lease liabilities		3,385			4,344
Loss on marketable securities		2,195			5,724
Capitalized research and development		30,878			12,005
Other		2,938			3,925
Total deferred income tax assets	$	143,304		$	123,673

Deferred income tax liabilities:
Operating lease right-of-use assets	$	(215	)	$	(4,258	)
Property and equipment		(3,558	)		(381	)
Total deferred income tax liabilities		(3,773	)		(4,639	)
Valuation allowance		(139,531	)		(119,034	)
Net deferred tax assets (liabilities)	$	-		$	-

Gross Unrecognized Tax Benefits

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits as of December 31, 2023, 2022 and 2021 (in thousands):

	2023		2022		2021
Beginning balance	$	-	$	-	$	-
Increases related to prior year tax positions		1,310		-		-
Increases related to current year tax positions		69		-		-
Ending balance	$	1,379	$	-	$	-

Summary of Significant Accounting Policies, Warrant Liabilities (Details)	Sep. 09, 2020 shares
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares)	0.33

Summary of Significant Accounting Policies, Accounts Receivable, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable, Net [Abstract]
Write off of accounts receivable balances	$ 0	$ 0

Income Taxes, Statutory to Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation [Abstract]
Federal income tax at statutory rate	21.00%	21.00%	21.00%
State income tax, net of federal benefit	7.81%	4.10%	7.00%
Uncertain tax positions	(1.45%)	0.00%	0.00%
Tax credits generated in current year	0.68%	1.90%	2.80%
Return to provision adjustments	(3.25%)	0.00%	0.00%
Stock-based compensation	(3.17%)	(0.50%)	1.60%
Other	(0.10%)	0.90%	0.60%
Valuation allowance change	(21.52%)	(27.40%)	(33.00%)
Effective tax rate	0.00%	0.00%	0.00%

Stock-based Compensation, Equity Incentive Plan and Inducement Equity Incentives (Details) - shares	Nov. 09, 2022	Dec. 31, 2023	May 08, 2023	Dec. 31, 2022
Awarded November 9, 2022 [Member]
Stock-based Compensation [Abstract]
Granted (in shares)	2,780,000
2021 Plan [Member]
Stock-based Compensation [Abstract]
Shares available for issuance (in shares)		13,932,697		9,133,702
2023 Inducement Plan [Member]
Stock-based Compensation [Abstract]
Shares available for issuance (in shares)		60,250
Common stock reserved for issuance (in shares)			3,000,000

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2023

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Note 6. 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. At December 31, 2023, the Company’s investment portfolio included available-for-sale securities which were comprised of money market funds, U.S. treasury bills and commercial paper. At December 31, 2022, the Company’s investment portfolio included trading securities, which were comprised of fixed income mutual funds and money market funds. The majority of the Company’s cash equivalents and short-term investments consist of instruments classified as Level 1. However, the Company has commercial paper that is classified as Level 2 due to the fact that the fair value for these instruments is determined utilizing observable inputs in similar assets or identical assets in non-active markets. There were no transfers between fair value measurement levels during the years ended December 31, 2023 and 2022.

Warrants are recorded as Warrant liabilities in the Consolidated Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented as Change in fair value of warrant liabilities in the Consolidated Statements of Operations and Comprehensive Loss.

The Public Warrants and Private Warrants were carried at fair value as of December 31, 2023 and 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 December 31, 2023, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 92.1%, (ii) risk-free interest rate of 4.10%, (iii) strike price of $11.50, (iv) fair value of common stock of $2.01, and (v) expected life of 2.4 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 tables set forth the Company’s fair value hierarchy for assets and liabilities measured at fair value as of December 31, 2023 and 2022 (in thousands):

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	50,226	$	-	$	-	$	50,226
U.S. Treasury securities		59,654		-		-		59,654
Commercial paper		-		19,436		-		19,436
Marketable securities:
U.S. Treasury securities		82,640		-		-		82,640
Commercial paper		-		41,236		-		41,236
Total assets at fair value on a recurring basis	$	192,520	$	60,672	$	-	$	253,192

Liabilities:
Public Warrants	$	1,227	$	-	$	-	$	1,227
Private Warrants		-		-		47		47
Total liabilities at fair value on a recurring basis	$	1,227	$	-	$	47	$	1,274

	December 31, 2022
Financial Assets:
Cash equivalents:
Money market funds	$	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	$	958	$	-	$	38	$	996

- 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

Warrant Liabilities

12 Months Ended

Dec. 31, 2023

Warrant Liabilities [Abstract]

Warrant Liabilities

Note 14. Warrant Liabilities

Public Warrants

As of December 31, 2023 and 2022, there was 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 his, her or its Public Warrants prior to the scheduled redemption date.

If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for the 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 Public Warrants do not meet the criteria to be classified in stockholders’ equity as 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 precludes the Public Warrants from being classified in equity and thus they are classified as long-term liabilities in the Consolidated Balance Sheets.

Private Warrants

There were 135,000 Private Warrants outstanding as of December 31, 2023 and 2022. 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 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 Private Warrants do not meet the criteria to be classified in stockholders’ equity as 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. This provision precludes the Private Warrants from being classified in equity and thus they are classified as long-term liabilities in the Consolidated Balance Sheets.

The fair value of warrant liabilities was $1.3 million and $1.0 million as of December 31, 2023 and 2022, respectively. The Company recognized a loss of $0.3 million for the year ended December 31, 2023 and a gain of $6.2 million and $4.4 million for the years ended December 31, 2022 and 2021, respectively, as a Change in fair value of warrant liabilities in the Consolidated Statements of Operations and Comprehensive Loss. There were no exercises or redemptions of the Public Warrants or Private Warrants during the years ended December 31, 2023, 2022 or 2021.

For further details regarding the warrant liabilities, please refer to Note 6. Fair Value of Financial Instruments.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Income Taxes

Note 16. Income Taxes

The components of loss before provision for income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	2023			2022			2021
U.S. loss before provision for income taxes	$	(95,977	)	$	(132,442	)	$	(94,989	)
Foreign income before provision for income taxes		17			-			-
Loss before provision for income taxes	$	(95,960	)	$	(132,442	)	$	(94,989	)

	2023			2022			2021
Federal income tax at statutory rate		21.0	%		21.0	%		21.0	%
State income tax, net of federal benefit		7.81			4.10			7.0
Uncertain tax positions		(1.45	)		-			-
Tax credits generated in current year		0.68			1.90			2.8
Return to provision adjustments		(3.25	)		-			-
Stock-based compensation		(3.17	)		(0.50	)		1.6
Other		(0.10	)		0.90			0.6
Valuation allowance change		(21.52	)		(27.40	)		(33.0	)
Total		0.0	%		0.0	%		0.0	%

The difference between the statutory federal income tax rate in 2023, 2022 and 2021 is primarily attributable to the effect of losses sustained which required a valuation allowance.

The provision for income taxes for the years ended December 31, 2023, 2022 and 2021 consists of the following (in thousands):

	2023		2022		2021
Current:
Federal	$	-	$	-	$	-
State		-		-		-
Foreign		-		-		-
Total current		-		-		-
Deferred:
Federal		-		-		-
State		-		-		-
Foreign		-		-		-
Total deferred		-		-		-
Income tax provision	$	-	$	-	$	-

	2023			2022
Deferred income tax assets:
Net operating loss carryforwards	$	89,525		$	77,008
Tax credit carryforwards		9,855			13,358
Stock-based compensation		4,528			7,309
Operating lease liabilities		3,385			4,344
Loss on marketable securities		2,195			5,724
Capitalized research and development		30,878			12,005
Other		2,938			3,925
Total deferred income tax assets	$	143,304		$	123,673

Deferred income tax liabilities:
Operating lease right-of-use assets	$	(215	)	$	(4,258	)
Property and equipment		(3,558	)		(381	)
Total deferred income tax liabilities		(3,773	)		(4,639	)
Valuation allowance		(139,531	)		(119,034	)
Net deferred tax assets (liabilities)	$	-		$	-

A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence such as its projections for future growth. On the basis of this evaluation, at December 31, 2023 and 2022, a valuation allowance of $139.5 million and $119.0 million, respectively, has been recorded.

As of December 31, 2023, the Company has accumulated federal and state net operating loss (“NOL”) carryforwards of $336.8 million and $322.6 million, respectively. Of the $336.8 million of federal NOL carryforwards, $65.5 million was generated before January 1, 2018 and is subject to the 20-year carryover period (“pre-Tax Act losses”). The remaining $271.3 million can be carried forward indefinitely but is subject to the 80% taxable income limitation. Of the $322.6 million of state NOL carryforwards, $16.2 million can be carried forward indefinitely. The pre-Tax Act U.S. federal and state NOL carryforwards will expire in varying amounts through 2043.

In addition, the Company also has federal and Connecticut research and development credit carryforwards totaling $8.1 million and $3.8 million, respectively. The federal credits begin to expire in 2033 unless previously utilized, while the state credits do not expire.

Pursuant to Sections 382 and 383 of the Internal Revenue Code (“IRC”), annual use of the Company’s NOL and credit carryforwards may be limited in the event a cumulative change of ownership of more than 50% occurs within a three-year period. Since the Company’s formation, the Company has raised capital through the issuance of capital stock, which on its own or combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the Company’s NOL and research and development credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization. The Company has completed an analysis through December 31, 2023 and no such ownership change has occurred however an ownership change may occur in the future.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of related appeals or litigation processes if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits as of December 31, 2023, 2022 and 2021 (in thousands):

	2023		2022		2021
Beginning balance	$	-	$	-	$	-
Increases related to prior year tax positions		1,310		-		-
Increases related to current year tax positions		69		-		-
Ending balance	$	1,379	$	-	$	-

As of December 31, 2023, the Company had gross unrecognized tax benefits of $1.4 million, which would affect the effective tax rate if recognized subject to valuation allowance. The Company does not anticipate any significant changes in its unrecognized tax benefits over the next 12 months. The Company’s policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense. The Company has no accrual of interest or penalties on its balance sheets as of December 31, 2023 and has not recognized interest and/or penalties in its Statements of Operations and Comprehensive Income for the year ended December 31, 2023.

The Company is subject to taxation in the United States, various states and France. The Company has not been notified that it is under audit by the Internal Revenue Service or any state or foreign taxing authorities, however, due to the presence of NOL carryforwards, all of the income tax years remain open for examination in each of these jurisdictions.

Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $0.2 million, $0.2 million and $0.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are included in Research and development in the Consolidated Statements of Operations and Comprehensive Loss. As of each of the years ended December 31, 2023 and 2022, the Company has recorded $0.2 million of the research and development tax credit receivables in Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. As of December 31, 2023, all refunds for years prior to 2023 have been received by the company, making the receivable amount $0.2 million as of December 31, 2023.

- 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

Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants [Abstract]
Fair value of warrant liabilities	$ 1,274	$ 996
Change in fair value of warrant liabilities	$ (278)	$ 6,243	$ 4,379
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	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
Exercise price of warrant (in dollars per share)	$ 11.5	$ 11.5
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Period prior to notice of redemption	3 days
Trading day period to calculate fair market value over exercise price of warrants	10 days
Beneficial ownership percentage	50.00%
Warrants exercised (in shares)	0	0	0
Warrants redeemed (in shares)	0	0	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000	135,000
Warrant redemption price (in dollars per share)	$ 0.01
Limitation period to transfer, assign or sell warrants	30 days
Warrants exercised (in shares)	0	0	0
Warrants redeemed (in shares)	0	0	0

Income Taxes, Net Operating Loss Carryforwards (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Federal [Member]
NOL Carryforwards [Abstract]
NOL carryforwards	$ 336.8
NOL carryforwards not subject to expiration but subject to 80% taxable income limitation	271.3
Federal [Member] \| Pre-2018 [Member]
NOL Carryforwards [Abstract]
NOL carryforwards	$ 65.5
NOL carryforwards, expiration date	Dec. 31, 2043
State [Member]
NOL Carryforwards [Abstract]
NOL carryforwards	$ 322.6
NOL carryforwards not subject to expiration	$ 16.2
State [Member] \| Pre-2018 [Member]
NOL Carryforwards [Abstract]
NOL carryforwards, expiration date	Dec. 31, 2043

Summary of Significant Accounting Policies, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Impairment of Long-Lived Assets [Abstract]
Impairments	$ 0	$ 0	$ 0

Acquisition	12 Months Ended
Acquisition	Dec. 31, 2023
Majelac Technologies LLC [Member]
Acquisition [Abstract]
Acquisition	Note 4. 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. The acquisition brought semiconductor chip assembly and packaging capabilities in-house to secure the Company’s supply chain and support its commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company. The total purchase price of $10.4 million consists of $4.6 million in cash and 535,715 shares of Class A common stock, valued at $4.2 million, issued to Majelac at the close of the acquisition; approximately $0.5 million additional cash paid six months after the Majelac Closing Date; additional 59,523 shares of Class A common stock valued at $0.5 million were issued to Majelac 12 months after the Majelac Closing Date; additional milestone-based consideration of up to $0.8 million, which was fair valued at $0.5 million at the Majelac Closing Date. On May 4, 2022, the Company paid Majelac $0.4 million (fair value of $0.3 million at the Majelac Closing Date) for the first of two milestones that was met. Of the total purchase price for the acquisition of $10.4 million, $9.5 million was attributable to goodwill. 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 $9.5 million in the Consolidated Statements of Operations and Comprehensive Loss. During the second quarter of 2023, the Company determined 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. There was no subsequent change in the third or fourth quarter of 2023. As a result, the Company recorded a gain of $0.4 million during the year ended December 31, 2023 in Other income, net, in the Consolidated Statements of Operations and Comprehensive Loss.

Business Combination (Details) $ / shares in Units, $ in Thousands		5 Months Ended	12 Months Ended
	Jun. 10, 2021 USD ($) $ / shares shares	Dec. 31, 2023 shares	Dec. 31, 2023 Vote	Feb. 18, 2021
Class A Common Stock [Member]
Business Combination [Abstract]
Shares issued (in shares)		0
HighCape [Member]
Business Combination [Abstract]
Exchange Ratio				0.7975
HighCape [Member] \| Class A Common Stock [Member]
Business Combination [Abstract]
Shares outstanding (in shares)	116,463,160
Votes per share \| Vote			1
HighCape [Member] \| Class A Common Stock [Member] \| PIPE Investors [Member]
Business Combination [Abstract]
Shares issued (in shares)	42,500,000
Share price (in dollars per share) \| $ / shares	$ 10
Aggregate gross proceeds \| $	$ 425,001
HighCape [Member] \| Class A Common Stock [Member] \| Certain Affiliates of Foresite Capital Management, LLC [Member]
Business Combination [Abstract]
Shares issued (in shares)	696,250
Share price (in dollars per share) \| $ / shares	$ 0.001
Aggregate gross proceeds \| $	$ 1
HighCape [Member] \| Class B Common Stock [Member]
Business Combination [Abstract]
Shares outstanding (in shares)	19,937,500
Votes per share \| Vote			20
HighCape [Member] \| Class B Common Stock [Member] \| Minimum [Member]
Business Combination [Abstract]
Percentage of total shares that must be beneficially owned included in sunset provision			20.00%

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022 (in thousands):

	2023		2022
Restructuring costs	$	519	$	-
Business acquisition costs and contingencies		-		343
Legal fees		979		839
Royalties		123		-
Other		194		88
Total accrued expenses and other current liabilities	$	1,815	$	1,270

Leases, Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Future Minimum Lease Payments [Abstract]

$ 4,436

4,527

4,585

4,549

2,975

10,053

Total remaining undiscounted lease payments

31,125

Less: Imputed interest

(6,718)

Less: Lease incentives

^[1]

(9,104)

Operating Lease liabilities

15,303

Less: current portion

(1,566)

$ (1,369)

Long-term operating lease liabilities

$ 13,737

$ 16,077

Weighted-average remaining lease term

6 years 4 months 24 days

Weighted-average discount rate

7.90%

[1]	Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements.

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Net Loss Per Share [Abstract]

Net Loss Per Share

Note 13. Net Loss Per Share

The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all common share equivalents to the extent they are 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.

	2023			2022			2021
Numerator
Net loss	$	(95,960	)	$	(132,442	)	$	(94,989	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(95,960	)	$	(132,442	)	$	(94,989	)
Denominator
Common stock		141,300			139,255			79,579
Denominator for basic and diluted EPS - weighted-average common stock		141,300			139,255			79,579
Basic and diluted net loss per share	$	(0.68	)	$	(0.95	)	$	(1.19	)

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

	2023		2022		2021
Outstanding options to purchase common stock		22,511,900		19,427,755		7,726,972
Outstanding restricted stock units		847,169		2,018,449		4,586,972
Outstanding warrants		3,968,319		3,968,319		3,968,319
		27,327,388		25,414,523		16,282,263

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease-Related Costs

Lease-related costs for the years ended December 31, 2023 and 2022 are as follows (in thousands):

	2023		2022
Operating lease cost	$	3,478	$	3,182
Variable lease cost		1,678		1,370
Total lease cost	$	5,156	$	4,552

Maturities of Operating Lease Liabilities

As of December 31, 2023, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands):

	Remaining Lease Payments
2024	$	4,436
2025		4,527
2026		4,585
2027		4,549
2028		2,975
Thereafter		10,053
Total remaining undiscounted lease payments	$	31,125
Less: Imputed interest		(6,718	)
Less: Lease incentives (1)		(9,104	)
Total operating lease liabilities		15,303
Less: current portion		(1,566	)
Long-term operating lease liabilities	$	13,737
Weighted-average remaining lease term (in years)		6.4
Weighted-average discount rate		7.9	%

⁽¹⁾	Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements.

Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the years ended December 31, 2023 and 2022 (in thousands):

	2023		2022
Operating cash paid to settle operating lease liabilities	$	4,298	$	2,390
Right-of-use assets obtained in exchange for lease liabilities	$	83	$	10,033