UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of November 6, 2023, the registrant had
Table of Contents
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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EXPLANATORY NOTE
All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect a 1-for-25 reverse stock split effected on January 3, 2023.
TRADEMARKS
Biora TherapeuticsTM, BIOJETTM, NAVICAPTM, and GITRACTM are trademarks of Biora Therapeutics, Inc. Any other brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Biora Therapeutics, INC.
CONDENSED Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
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September 30, 2023 |
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December 31, 2022 |
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Assets |
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Current assets: |
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Cash, cash equivalents and restricted cash |
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$ |
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$ |
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Income tax receivable |
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Prepaid expenses and other current assets |
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Current assets of disposal group held for sale |
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Total current assets |
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Property and equipment, net |
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Right-of-use assets |
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Other assets |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Warrant liabilities |
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Total current liabilities |
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Convertible notes, net of unamortized discount of $ |
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Other long-term liabilities |
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Total liabilities |
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$ |
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$ |
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Stockholders' deficit: |
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Common stock – $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
) |
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( |
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Treasury stock – at cost; |
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( |
) |
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( |
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Total stockholders' deficit |
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( |
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( |
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Total liabilities and stockholders' deficit |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
1
Biora Therapeutics, INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Gain on warrant liabilities |
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Other (expense) income, net |
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( |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
) |
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( |
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Income tax expense (benefit) |
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( |
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Loss from continuing operations |
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( |
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( |
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( |
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( |
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Gain from discontinued operations |
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Net loss |
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( |
) |
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( |
) |
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( |
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( |
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Net loss per share from continuing operations, basic and diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net gain per share from discontinued operations, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Net loss per share, basic and diluted |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average shares outstanding, basic and diluted |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
Biora Therapeutics, INC.
Condensed Consolidated Statements of Stockholders’ Deficit
(In thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Shares |
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Amount |
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Deficit |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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( |
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$ |
( |
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$ |
( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Issuance of common stock upon vesting of restricted stock units |
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— |
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( |
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— |
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( |
) |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Balance at March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
) |
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$ |
( |
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Issuance of common stock, net |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon vesting of restricted stock units |
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— |
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( |
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— |
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( |
) |
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— |
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( |
) |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Balance at June 30, 2023 |
|
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|
$ |
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$ |
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$ |
( |
) |
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( |
) |
|
$ |
( |
) |
|
$ |
( |
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|||
Issuance of common stock, net |
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— |
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— |
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— |
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— |
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|||
Issuance of common stock upon vesting of restricted stock units |
|
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
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||
Issuance of common stock upon conversion of debt, net |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
|
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— |
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|
— |
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( |
) |
Balance at September 30, 2023 |
|
|
|
|
$ |
|
|
$ |
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$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
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|||
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Shares |
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Amount |
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Deficit |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
|
$ |
( |
) |
|
$ |
( |
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|||
Issuance of common stock, net |
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— |
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— |
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— |
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— |
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|||
Issuance of common stock upon vesting of restricted stock units |
|
|
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|
— |
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|
( |
) |
|
|
— |
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|
|
( |
) |
|
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— |
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( |
) |
|
Stock-based compensation expense |
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|
— |
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|
— |
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|
— |
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|
— |
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— |
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||
Net loss |
|
|
— |
|
|
|
— |
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|
— |
|
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( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Issuance of common stock, net |
|
|
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|
— |
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— |
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— |
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— |
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Issuance of common stock under employee stock purchase plan |
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|
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|
— |
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— |
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— |
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— |
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|||
Issuance of common stock upon vesting of restricted stock units |
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|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
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— |
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||
Net loss |
|
|
— |
|
|
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— |
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— |
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( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance at June 30, 2022 |
|
|
|
|
$ |
|
|
$ |
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|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Issuance of common stock, net |
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|
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|
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— |
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|
|
— |
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— |
|
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|
— |
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|||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Stock-based compensation expense |
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— |
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— |
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|
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— |
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— |
|
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— |
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||
Net loss |
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— |
|
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— |
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— |
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( |
) |
|
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— |
|
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2022 |
|
|
|
|
$ |
|
|
$ |
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|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
See accompanying notes to unaudited condensed consolidated financial statements.
3
Biora Therapeutics, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
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Nine Months Ended |
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|||||
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2023 |
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2022 |
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Operating Activities: |
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Net loss |
|
$ |
( |
) |
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$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Gain from discontinued operations |
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( |
) |
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Depreciation and amortization |
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Stock-based compensation expense |
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Inducement loss on convertible notes |
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Amortization of debt discount and non-cash interest |
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Loss on disposal of property and equipment |
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Impairment of property and equipment |
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Gain on investment in Enumera Molecular, Inc. |
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( |
) |
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Change in fair value of warrant liabilities |
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( |
) |
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( |
) |
Changes in operating assets and liabilities: |
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Income tax receivable |
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( |
) |
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Prepaid expenses and other current assets |
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