0000950170-24-039423 | 10-K | XBRL Viewer

Print Document View Excel Document

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment shares	Dec. 31, 2022 USD ($) shares	Jan. 03, 2023 shares
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment	1
Restricted cash collateral for credit cards \| $	$ 200	$ 0
Impairment of long-lived assets \| $	$ 100	$ 500
Vesting period of stock options	4 years
Expected dividend yield	0.00%	0.00%
Minimum percentage of Recognized income tax positions	50.00%
Other comprehensive income or loss \| $	$ 0
Common stock, shares authorized \| shares	164,000,000	164,000,000
Adoption of ASC 606
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Accounting Standards Update 2016-13
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Accounting Standards Update 2023-09
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Maximum
Summary Of Significant Accounting Policies [Line Items]
Common stock, shares authorized \| shares		350,000,000
Minimum
Summary Of Significant Accounting Policies [Line Items]
Common stock, shares authorized \| shares			164,000,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Estimated Useful Life of Property and Equipment


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8

Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrual for reimbursement claims and legal settlements, current

^[1]

$ 6,337

$ 8,372

Commissions and bonuses

2,469

1,433

Vacation and payroll benefits

1,367

1,724

Accrued professional services

2,914

307

Accrued interest

173

890

Lease liabilities, current

$ 896

$ 893

Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]

Total

Insurance financing

$ 401

$ 445

Contract liabilities

542

Other

^[2]

2,220

2,050

Total

$ 17,319

$ 16,161

[1]	(1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.
[2]	Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Significant Terms of Company's Convertible Notes

The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2023 (in thousands):


	December 31, 2023
	Face Value		Carrying Value		Fair Value 1		Stated Interest Rate	Effective Interest Rate
2028 Convertible Notes	$	23,500	$	14,591	$	14,846	11-13%	48.9%
Related Party 2028 Convertible Notes	$	17,383	$	21,155	$	10,982	11-13%	(22.0)%
2025 Convertible Notes	$	10,225	$	9,966	$	5,984	7.25%	8.7%

(1) To estimate the fair value of the 2028 Convertible Notes, the Company used a binomial pricing model. Including the derivative liabilities of $22.9 million, the 2028 Convertible Notes fair value using the with method is $48.7 million. To estimate the fair value of the 2025 Convertible Notes, the Company used unadjusted quoted prices in the active market obtained from third-party pricing services.

The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2022 (in thousands):


	December 31, 2022
	Face Value		Carrying Value		Fair Value 2		Stated Interest Rate			Effective Interest Rate
2025 Convertible Notes	$	132,725	$	127,811	$	71,790		7.25	%		8.7	%

(2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes.

Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating losses and carryforwards	$ 139,735	$ 137,149
Section 174 Capitalization	7,536	4,027
Reserves	656	949
Accrued expenses	1,159	527
Lease liability	360	343
Stock-based compensation	1,460	2,591
Other, net	0	101
Total deferred tax assets	150,906	145,687
Deferred tax liabilities:
Fixed assets	(222)	(726)
Intangible assets	(1,110)	(1,201)
Investment in Enumera	(574)	(1,317)
ROU asset	(339)	(340)
Prepaid expenses	(271)	(743)
Convertible debt	0	(552)
Total deferred tax liabilities	(2,516)	(4,879)
Net deferred tax assets	148,390	140,808
Less: valuation allowance	(148,649)	(141,155)
Net deferred tax liabilities	$ (259)	$ (347)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities:
Net loss	$ (124,115)	$ (38,157)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from discontinued operations	(219)	(10,673)
Depreciation and amortization	555	907
Stock-based compensation expense	16,475	7,804
Loss on extinguishment of convertible notes and accrued interest	6,363	2,722
Amortization of debt discount	1,601	1,419
Inducement loss on convertible notes	53,198	0
Loss on disposal of property and equipment	15	543
Impairment of property and equipment	100	545
Change in fair value of derivative liabilities	3,915	0
Change in fair value of warrant liabilities	(18,004)	(20,904)
Loss (gain) on investment in Enumera Molecular, Inc.	3,000	(5,731)
Changes in operating assets and liabilities:
Income tax receivable	(2)	(828)
Prepaid expenses and other current assets	998	3,387
Accounts payable	(1,172)	(5,072)
Accrued expenses and other liabilities	10,677	(417)
Other long-term liabilities	(1,884)	(1,720)
Net cash used in operating activities - continuing operations	(48,499)	(66,175)
Net cash provided by operating activities - discontinued operations	0	1,758
Net cash used in operating activities	(48,499)	(64,417)
Investing Activities:
Purchases of property and equipment	(103)	(792)
Proceeds from sale of property and equipment	11	0
Net cash used in investing activities - continuing operations	(92)	(792)
Net cash provided by investing activities - discontinued operations	2,535	0
Net cash provided by (used in) investing activities	2,443	(792)
Financing Activities:
Proceeds from issuance of common stock	18,137	9,014
Proceeds from issuance of common stock warrants	8,000	3,318
Tax payments to settle restricted stock units	(1,960)	0
Proceeds from issuance of common stock under employee stock purchase plan	0	98
Proceeds from issuance of senior secured convertible notes	10,000	0
Payments for financing of insurance premiums	(2,264)	(5,120)
Payments for offering costs	(1,132)	0
Principal payments on capital lease obligations	0	(12)
Net cash provided by financing activities	30,781	7,298
Net decrease in cash, cash equivalents and restricted cash	(15,275)	(57,911)
Cash, cash equivalents and restricted cash at beginning of period	30,486	88,397
Cash, cash equivalents and restricted cash at end of period	15,211	30,486
Supplemental disclosure of cash flow information:
Cash paid for interest	2,277	5,871
Cash paid for income taxes	18	31
Supplemental schedule of non-cash investing and financing activities:
Conversion of convertible notes to common stock and warrants	51,000	0
Related party troubled debt restructuring	25,547	0
Exchange of convertible notes for senior secured convertible notes and warrants	18,000	0
Conversion of accrued interest in exchange for senior secured convertible notes	6,953	0
Investment in Enumera Molecular Inc. in exchange for assets	0	6,000
Issuance of common stock and re-priced warrants upon settlement of accrued interest	0	3,929
Issuance of warrants upon settlement of accrued interest	0	2,300
Leased assets obtained in exchange for operating lease liabilities	1,344	2,922
Change in fair value of re-priced equity classified warrants	0	619
Equity financing issuance costs incurred but not paid	49	116
Debt issuance costs incurred but not paid	350	0
Issuance of common stock in settlement in accrued expenses	0	98
Purchases of property and equipment in accounts payable	$ 12	$ 86

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Note 1. Organization and Description of Business

Biora Therapeutics, Inc. (the “Company” or “Biora” or "Biora Therapeutics") is a clinical-stage biotechnology company developing oral biotherapeutics that could enable new treatment approaches in the delivery of therapeutics. The Company's pipeline includes two therapeutic delivery platforms:

•

NaviCapTM Targeted Oral Delivery Platform: Delivery of therapeutics to the site of disease in the gastrointestinal tract designed to improve outcomes for patients with Inflammatory Bowel Disease; and

•

BioJetTM Systemic Oral Delivery Platform: Designed to replace injection with needle-free, oral delivery of large molecules for better management of chronic diseases.

Biora Therapeutics, a Delaware corporation, was formerly known as Progenity, Inc. (“Progenity”), and commenced operations in 2010 with its corporate office located in San Diego, California. The Company's historical operations included a licensed Clinical Laboratory Improvement Amendments and College of American Pathologists certified laboratory located in Michigan specializing in molecular testing markets serving women’s health providers in the obstetric, gynecological, fertility, and maternal fetal medicine specialty areas in the United States. Previously, the Company's core business was focused on the carrier screening and noninvasive prenatal test market, targeting preconception planning, and routine pregnancy management for genetic disease risk assessment. Through its former affiliation with Mattison Pathology, LLP, a Texas limited liability partnership doing business as Avero Diagnostics (“Avero”), the Company’s operations also included anatomic and molecular pathology testing products.

In order to refocus efforts and resources on its research and development pipeline, in June 2021, the Company announced a strategic transformation ("Strategic Transformation") that included the closure of the Progenity genetics laboratory and in December 2021, the Company sold Avero, together referred to as the Laboratory Operations. The Company has reported all revenues and expenses associated with its Laboratory Operations as discontinued operations; see Note 3 for additional information.

In April 2022, the Company announced that it would rebrand to better reflect the current focus on its therapeutics pipeline, and changed its name to Biora Therapeutics, Inc.

On December 29, 2022, the Company filed a certificate of amendment (the "Certificate of Amendment") to its eighth amended and restated certificate of incorporation to effect, as of January 3, 2023, a 1-for-25 reverse split of the Company's common stock (the "Reverse Stock Split"). On January 3, 2023, the Company effected the Reverse Stock Split. See Note 2 for additional information.

Liquidity

As of December 31, 2023, the Company had cash and cash equivalents of $15.0 million, restricted cash of $0.2 million and a working capital deficit. The Company had an accumulated deficit of $951.0 million as of December 31, 2023. For the year ended December 31, 2023, the Company reported a net loss of $124.1 million and cash used in operating activities of $48.5 million. The Company’s primary sources of capital have historically been the sale of common stock and warrants, private placements of preferred stock and the incurrence of debt. As of December 31, 2023, the Company had a face value of $40.9 million of 11.00%/13.00% convertible senior secured notes due 2028 ("2028 Convertible Notes") outstanding and a face value of $10.2 million of 7.25% convertible senior notes due 2025 ("2025 Convertible Notes" and together with the 2028 Convertible Notes, the "Convertible Notes") outstanding (see Note 7). Management does not expect that the Company's current cash and cash equivalents will be sufficient to fund its operations for at least 12 months from the issuance date of the consolidated financial statements for the year ended December 31, 2023, and will require additional capital to fund the Company's operations. As a result, substantial doubt exists about the Company’s ability to continue as a going concern for 12 months following the issuance date of the consolidated financial statements for the year ended December 31, 2023.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management believes that the Company’s liquidity position as of the date of this filing provides sufficient runway to achieve important research and development pipeline milestones. Management intends to raise additional capital through equity offerings and/or debt financings, or from other potential sources of liquidity, which may include new collaborations, licensing or other commercial agreements for one or more of the Company’s research programs or patent portfolios or divestitures of the Company's assets. Adequate funding, if needed, may not be available to the Company on acceptable terms, or at all. The Company’s ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve its operational goals would be adversely affected.

Income Taxes - Summary of Components of Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Income tax benefit at U.S. federal statutory rate	$ (26,129)	$ (10,343)
Cancellation of debt	8,161	0
Inducement loss	11,172	0
Extinguishment loss	1,336	0
Convertible debt and warrant liabilities	(3,781)	(4,390)
Derivative Liability	822	0
Stock-based compensation	2,687	1,504
Tax refunds	(35)	(900)
Change in valuation allowance	5,556	13,004
Other	121	705
Net income tax provision	$ (90)	$ (420)

Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities (Details)	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Derivative Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 1.35
Derivative Liabilities \| Risk-free interest rate \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	3.8
Derivative Liabilities \| Risk-free interest rate \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	4.3
Derivative Liabilities \| Expected volatility \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	84.3
Derivative Liabilities \| Expected volatility \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	95.7
Derivative Liabilities \| Discount Rate \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	28.7
Derivative Liabilities \| Discount Rate \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	28.9
Level 3 \| Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 1.35	$ 3.30
Level 3 \| Warrant Liability \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected life (years)	2 years 6 months	3 years 7 months 6 days
Level 3 \| Warrant Liability \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected life (years)	5 years	5 years 4 months 24 days
Level 3 \| Warrant Liability \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs		4
Level 3 \| Warrant Liability \| Risk-free interest rate \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	3.8
Level 3 \| Warrant Liability \| Risk-free interest rate \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	4.1
Level 3 \| Warrant Liability \| Expected volatility \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	95.6	106.2
Level 3 \| Warrant Liability \| Expected volatility \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	101.8	107.1

Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock
Beginning Balance at Dec. 31, 2021	$ (84,976)	$ 6	$ 722,782	$ (788,686)	$ (19,078)
Beginning Balance, shares at Dec. 31, 2021		7,429,458			(154,569)
Issuance of stock, net	9,282	$ 1	9,281
Issuance of stock, net, shares		1,117,155
Issuance of common stock under employee stock purchase plan	98		98
Issuance of common stock under employee stock purchase plan, shares		6,694
Issuance of common stock upon vesting of restricted stock units	(267)		(267)
Issuance of common stock upon vesting of restricted stock units, shares		45,287			(15,777)
Issuance of common stock upon conversion of interest, net, shares		500,250
Issuance of common stock upon conversion of interest, net	3,929	$ 1	3,928
Related party troubled debt restructuring	0
Stock-based compensation expense	7,804		7,804
Net loss	(38,157)			(38,157)
Ending Balance at Dec. 31, 2022	(102,287)	$ 8	743,626	(826,843)	$ (19,078)
Ending Balance, shares at Dec. 31, 2022		9,098,844			(170,346)
Issuance of stock, net	17,488	$ 6	17,482
Issuance of stock, net, shares		8,245,273
Issuance of common stock upon vesting of restricted stock units	(1,960)	$ 1	(1,960)		$ (1)
Issuance of common stock upon vesting of restricted stock units, shares		1,370,520			(567,009)
Issuance of common stock upon conversion of debt	67,431	$ 10	67,421
Issuance of common stock upon conversion of debt, shares		9,860,281
Related party troubled debt restructuring	25,547		25,547
Stock-based compensation expense	16,475		16,475
Net loss	(124,115)			(124,115)
Ending Balance at Dec. 31, 2023	$ (101,421)	$ 25	$ 868,591	$ (950,958)	$ (19,079)
Ending Balance, shares at Dec. 31, 2023		28,574,918			(737,355)

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2023		2022
Prepaid expenses	$	2,443	$	3,634
Other current assets		587		565
Total	$	3,030	$	4,199

Summary of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2023			2022
Computers and software	$	1,193		$	2,715
Building and leasehold improvements		803			750
Laboratory equipment		423			958
Furniture, fixtures, and office equipment		799			1,138
Construction in progress		45			92
Total property and equipment		3,263			5,653
Less accumulated depreciation and amortization		(2,107	)		(3,999	)
Property and equipment, net	$	1,156		$	1,654

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	December 31,
	2023		2022
Investment in Enumera	$	3,000	$	6,000
Other		302		201
Total	$	3,302	$	6,201

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Accrual for reimbursement claims and legal settlements, current (1)	$	6,337	$	8,372
Commissions and bonuses		2,469		1,433
Vacation and payroll benefits		1,367		1,724
Accrued professional services		2,914		307
Accrued interest		173		890
Lease liabilities, current		896		893
Insurance financing		401		445
Contract liabilities		542		47
Other (2)		2,220		2,050
Total	$	17,319	$	16,161

(1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

(2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Summary of Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Lease liabilities, net of current portion		818		601
Other (1)		2,211		4,095
Total	$	3,029	$	4,696

(1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Parenthetical) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Derivative liabilities	$ 22,899	$ 0
2028 Convertible Notes
Debt Instrument [Line Items]
Derivative liabilities	22,900
Fair value	$ 48,700

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

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

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

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

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax [Line Items]
Change in valuation allowance	$ 7,500
Deferred tax assets, valuation allowance	148,649	$ 141,155
Federal, net operating loss carryforwards	500,300
State income tax, net operating loss carryforwards	$ 218,600
Federal net operating loss carryforwards, percentage of taxable income	80.00%
Uncertain tax positions	$ 0
Uncertain income tax position, description	An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained
Interest and penalties related to uncertain tax positions	$ 0
Minimum
Income Tax [Line Items]
Percentage of uncertain income tax position	50.00%
Federal
Income Tax [Line Items]
Research and expenditure credit carryforwards	$ 8,500
State and Local Jurisdiction
Income Tax [Line Items]
Research and expenditure credit carryforwards	$ 1,900

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 11. Stock-Based Compensation

In February 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan is the successor to and continuation of the Second Amended and Restated 2012 Stock Plan (“2012 Plan”) and is administered with either stock options or RSUs. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize.

On June 14, 2023, the Company's stockholders approved the Fifth Amended and Restated 2018 Equity Incentive Plan ("2018 Fifth Amended Plan"), which included an increase of 5,500,000 shares of common stock reserved for issuance. As of December 31, 2023 there were 3,302,136 shares available for issuance under the 2018 Fifth Amended Plan.

On November 3, 2021, the Company's Board of Directors approved and adopted the Company’s 2021 Inducement Plan ("2021 Inducement Plan") to provide for the reservation of 260,000 shares of the Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company. As of December 31, 2023, 63,964 shares were available for grant under the 2021 Inducement Plan.

Stock Options

The following table summarizes stock option activity, which includes Performance Awards, under the 2012 Stock Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the year ended December 31, 2023:


	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		582,557		$	59.89
Options granted		265,000		$	3.54
Options exercised		—		$	—
Options forfeited/cancelled		(84,545	)	$	96.78
Balance at December 31, 2023		763,012		$	36.23		8.0	$	0.2
Vested and expected to vest at December 31, 2023		763,012		$	36.23		8.0	$	0.2
Vested and exercisable at December 31, 2023		269,718		$	66.98		7.3	$	—

The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2023 and 2022:


	Year ended December 31,
	2023	2022
Risk-free interest rate	3.5% - 4.7%	2.0% - 4.2%
Expected volatility	97.6% - 102.7%	90.7% - 101.3%
Expected dividend yield	―	―
Expected life (years)	5.5 - 6.3	5.5 - 6.3

The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $2.49 per option and $19.09 per option, respectively.

Restricted Stock Units

The following table summarizes RSU activity for the year ended December 31, 2023:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2022		278,112		$	38.95
Granted		3,703,321		$	3.09
Vested		(1,370,520	)	$	9.70
Forfeited/cancelled		(73,556	)	$	7.96
Balance at December 31, 2023		2,537,357		$	3.31

In August 2023, the Board of Directors approved the acceleration of vesting of all unvested, outstanding RSUs. As a result of this modification, an additional $7.9 million of stock-based compensation expense was recognized for the year ended December 31, 2023.

2020 Employee Stock Purchase Plan

In June 2020, the Company’s board of directors adopted the ESPP with 20,400 shares of common stock reserved for future issuance under the ESPP. The ESPP also provides for automatic annual increases in the number of shares of common stock reserved for issuance. As of December 31, 2023 there were 71,450 total shares of common stock reserved for future issuance. The ESPP was suspended on November 6, 2022. All employee payroll withholdings related to the ESPP were either reimbursed or shares were purchased subsequent to the suspension of the program.

Stock-Based Compensation Expense

The following table presents total stock-based compensation expense included in each functional line item in the accompanying consolidated statements of operations (in thousands):


	Year Ended December 31,
	2023		2022
Research and development		6,979		2,626
Selling, general and administrative		9,496		5,178
Total stock-based compensation expense	$	16,475	$	7,804

At December 31, 2023 there was $6.6 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.5 years and $7.5 million of compensation cost related to unvested RSUs expected to be recognized over a remaining weighted average vesting period of 3.6 years.

Fair Value Measurements - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value Assets Level 2 To Level 1Transfers Amount 1	$ 0	$ 0

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share

The table below provides potentially dilutive securities in equivalent shares of common stock not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive:


	Year Ended December 31,
	2023		2022
Stock options to purchase common stock		763,012		582,557
Restricted stock units		2,537,357		278,112
Common stock warrant		48,475,911		2,331,597
Common stock issuable upon conversion of Convertible Notes		26,332,126		1,623,547
Total		78,108,406		4,815,813

Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Cash and cash equivalents	$ 15,000
Restricted cash	200
Accumulated deficit	950,958	$ 826,843
Net loss	124,115	38,157
Cash used in operating activities	48,499	64,417
2028 Convertible Notes and Related party 2028 Convertible Notes
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Face Value	$ 40,900
2028 Convertible Notes and Related party 2028 Convertible Notes \| Minimum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Interest rate	11.00%
2028 Convertible Notes and Related party 2028 Convertible Notes \| Maximum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Interest rate	13.00%
7.25% Convertible Senior Notes due 2025
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Face Value	$ 10,225	$ 132,725	$ 168,500
Interest rate	7.25%	7.25%	7.25%

Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current provision:
Federal	$ 0	$ (546)
State	(15)	(347)
Foreign	0	126
Current provision	(15)	(767)
Deferred expense:
Federal	(75)	347
State	0	0
Deferred expense	(75)	347
Net income tax provision	$ (90)	$ (420)

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 16,475	$ 7,804
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	6,979	2,626
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 9,496	$ 5,178

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands					1 Months Ended						3 Months Ended		12 Months Ended
	Oct. 09, 2023 USD ($)	Jan. 03, 2023 shares	Dec. 19, 2022 shares	Nov. 10, 2022 Vote $ / shares	Oct. 31, 2023 USD ($)	Sep. 30, 2023 $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jan. 31, 2023 $ / shares shares	Nov. 30, 2022 USD ($) $ / shares shares	Nov. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Oct. 12, 2023 $ / shares shares	Oct. 10, 2023 $ / shares shares	Sep. 18, 2023 USD ($)	Jan. 12, 2023 shares	Dec. 31, 2021 shares
Class Of Stock [Line Items]
Reverse stock split description		On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock.
Common stock authorized to issue											164,000,000	164,000,000	164,000,000	164,000,000
Shares issued, price per share \| $ / shares							$ 5.3
Proceeds from issuance of common stock \| $							$ 7,300		$ 9,000				$ 18,137	$ 9,014
Stock Issued During Period, Value, New Issues \| $													$ 17,488	9,282
Warrants exercise price per share \| $ / shares							$ 5.05								$ 1.87	$ 1.93
Common stock value subscriptions \| $					$ 9,900
Date from which warrants are exercisable													Apr. 01, 2024
Gross proceeds from warrants \| $							$ 8,000						$ 8,000	3,318
Total issuance cost \| $							700		800
Warrant liabilities \| $					6,700				6,000		$ 40,834	$ 3,538	40,834	3,538			$ 35,100
Gain (loss) on warrant liabilities \| $					$ (6,700)		$ (1,000)
Change in fair value of warrant liability \| $													(18,004)	(20,904)
Loss on extinguishment \| $									$ (1,600)
Accumulated deficit \| $											$ 950,958	$ 826,843	$ 950,958	$ 826,843
Shares issued, price per share \| $ / shares							$ 5.3
Adjusted common stock purchase warrant to purchase shares of common stock							3,018,868		1,300,250		48,475,911		48,475,911		4,278,074	1,000,000
Number of vote per preferred stock held \| Vote				3,000
Increase in fair value of warrants recorded to additional paid in capital \| $									$ 900
Series X preferred stock
Class Of Stock [Line Items]
Preferred stock, shares outstanding			136,961								136,961		136,961
Preferred stock, par value \| $ / shares				$ 0.001
Undesignated Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized											10,000,000		10,000,000
Redeemable Preferred Stock
Class Of Stock [Line Items]
Stock redeemed or called during period, shares			86,210
Minimum
Class Of Stock [Line Items]
Common stock authorized to issue		164,000,000
Maximum
Class Of Stock [Line Items]
Common stock authorized to issue												350,000,000		350,000,000
Amendment One
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares									$ 171.5
Adjusted common stock purchase warrant to purchase shares of common stock									104,895
Amendment Two
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares									$ 71
Adjusted common stock purchase warrant to purchase shares of common stock									403,887
Common Stock
Class Of Stock [Line Items]
Common stock authorized to issue		164,000,000
Common stock issued and sold							1,509,434
Issuance of stock, net, shares						9,235,281							8,245,273	1,117,155
Stock Issued During Period, Value, New Issues \| $													$ 6	$ 1
Warrants exercise price per share \| $ / shares						$ 3.01
Shares outstanding											28,574,918	9,098,844	28,574,918	9,098,844					7,429,458
Number of shares issued on conversion/exchange													9,860,281
Pre Funded Warrants
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares						$ 0.001
Adjusted common stock purchase warrant to purchase shares of common stock						7,399,226
Over allotment Warrant Option
Class Of Stock [Line Items]
Gross proceeds from warrants \| $									$ 3,800
Securities Purchase Agreement
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares								$ 8.22
Date from which warrants are exercisable								May 09, 2023
Warrant liabilities \| $							$ 9,000
Shares issued, price per share \| $ / shares									$ 7.5
Adjusted common stock purchase warrant to purchase shares of common stock								90,000										90,000
Securities Purchase Agreement \| Common Stock
Class Of Stock [Line Items]
Issuance of stock, net, shares									800,000
Adjusted common stock purchase warrant to purchase shares of common stock									800,000
ATM Sale Agreement
Class Of Stock [Line Items]
Common stock issued and sold											3,799,814	52,620	6,735,839	317,155
Sale of stock weighted average purchase price \| $ / shares											$ 1.37	$ 10.93	$ 3.66	$ 30.27
Proceeds from Sale of Equity \| $											$ 4,900	$ 600	$ 17,700	$ 7,100
ATM Sale Agreement \| B. Riley Securities, Inc and Other Agents
Class Of Stock [Line Items]
Aggregate offering price \| $	$ 37,600								$ 70,000	$ 90,000			$ 12,000
Rate of Commission Proposed for Agents										3.00%
Underwritten Public Offering
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares									$ 7.5
Warrants exercise price per share \| $ / shares									$ 8.22
Underwritten Public Offering \| Common Stock
Class Of Stock [Line Items]
Common stock issued and sold									1,300,250

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Level 1 | Derivative Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

$ 0

Level 1 | Warrant Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

$ 0

Level 1 | Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total assets at fair value

^[1]

Level 2 | Derivative Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

Level 2 | Warrant Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

Level 2 | Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total assets at fair value

^[1]

Level 3 | Derivative Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

22,899

Level 3 | Warrant Liability

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total liabilities at fair value

$ 40,834

3,538

Level 3 | Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total assets at fair value

^[1]

$ 0

[1]	Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets.

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Nov. 30, 2022	Mar. 27, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 08, 2024	Oct. 12, 2023	Oct. 10, 2023	Mar. 31, 2023	Jan. 31, 2023	Jan. 12, 2023	Dec. 31, 2020
Related Party Transaction [Line Items]
Shares issued, price per share				$ 5.3
Common stock, shares outstanding		27,837,563						27,837,563	8,928,498
Common stock outstanding, percentage				5.00%
Issuance of common stock upon conversion of debt			$ 50,000					$ 67,431
Interest expense								9,815	$ 10,990
2025 Convertible Notes		$ 9,966						$ 9,966	127,811
Warrants issued		48,475,911		3,018,868	1,300,250			48,475,911			4,278,074	1,000,000
Warrants exercise price				$ 5.05							$ 1.87	$ 1.93
7.25% Convertible Senior Notes due 2025
Related Party Transaction [Line Items]
Principal amount		$ 10,225						$ 10,225	132,725							$ 168,500
Interest expense								8,400	9,600
2025 Convertible Notes									$ 127,811
2028 Convertible Notes
Related Party Transaction [Line Items]
Aggregate principal amount of convertible notes		17,400						17,400
Securities Purchase Agreement
Related Party Transaction [Line Items]
Common stock outstanding, percentage					5.00%
Stock price					$ 7.5
Warrants issued														90,000	90,000
Warrants exercise price														$ 8.22
Proceeds from waiver of cash interest payment obligation					$ 3,800
Note Exchange Agreements \| 7.25% Convertible Senior Notes due 2025
Related Party Transaction [Line Items]
Principal amount		$ 72,500						72,500
Subsequent Event \| 7.25% Convertible Senior Notes due 2025
Related Party Transaction [Line Items]
Principal amount										$ 5,600
Subsequent Event \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Shares issued, price per share	$ 1.1
Issuance of common stock						2,591,662
Maximum \| Securities Purchase Agreements
Related Party Transaction [Line Items]
Common stock outstanding, percentage			5.00%				5.00%						5.00%
Common Stock
Related Party Transaction [Line Items]
Issuance of common stock upon conversion of debt								$ 10
Issuance of common stock			9,235,281					8,245,273	1,117,155
Warrants exercise price			$ 3.01				$ 3.01
Common stock issued and sold				1,509,434
Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock					800,000
Warrants issued					800,000
Common Stock \| Note Exchange Agreements
Related Party Transaction [Line Items]
Issuance of common stock		625,000
Common Stock \| Subsequent Event \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Common stock issued and sold	5,454,548
Common Stock \| Maximum
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding			16,634,507				16,634,507
Exchange warrants
Related Party Transaction [Line Items]
Warrants exercise price		$ 5.5						$ 5.5
Exchange warrants \| Maximum \| Note Exchange Agreements
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding		5,039,236						5,039,236
Additional Warrants
Related Party Transaction [Line Items]
Warrants issued		5,084,613						5,084,613
Warrants exercise price		$ 5						$ 5
Pre Funded Warrants
Related Party Transaction [Line Items]
Warrants issued			7,399,226				7,399,226
Warrants exercise price			$ 0.001				$ 0.001
Athyrium
Related Party Transaction [Line Items]
Common stock, shares outstanding		10,929,763						10,929,763	1,694,484
Common stock outstanding, percentage		9.30%						9.30%	19.00%
Athyrium \| 2025 Convertible Notes
Related Party Transaction [Line Items]
Aggregate principal amount of convertible notes									$ 103,500
Issuance of common stock upon conversion of debt							$ 50,000
Accrued interest expense									$ 600
Athyrium \| 2028 Convertible Notes
Related Party Transaction [Line Items]
Aggregate principal amount of convertible notes		$ 10,400						$ 10,400
Athyrium \| 2028 Convertible Notes \| Payment in Kind (PIK) Note
Related Party Transaction [Line Items]
2025 Convertible Notes		7,000						7,000
Athyrium \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock price					$ 7.5
Warrants exercise price					$ 8.22
Proceeds from waiver of cash interest payment obligation					$ 3,800
Athyrium \| Securities Purchase Agreement \| 2025 Convertible Notes
Related Party Transaction [Line Items]
Interest expense					$ 3,800
Athyrium \| Note Exchange Agreements \| 2025 Convertible Notes
Related Party Transaction [Line Items]
Principal amount		$ 53,500						$ 53,500
Athyrium \| Common Stock
Related Party Transaction [Line Items]
Warrants issued									824,136
Warrants exercise price									$ 8.22
Athyrium \| Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock					500,250
Warrants issued					500,250
Athyrium \| Common Stock \| Amend Outstanding Warrants
Related Party Transaction [Line Items]
Warrants issued					323,886
Warrants exercise price					$ 71
Athyrium \| Warrant
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding			16,634,507				16,634,507
Warrants issued		2,085,372						2,085,372
Warrants exercise price		$ 5.5	$ 3.01				$ 3.01	$ 5.5
Athyrium \| Warrant \| Minimum
Related Party Transaction [Line Items]
Warrants exercise price		$ 3.01						$ 3.01
Athyrium \| Warrant \| Maximum
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding		24,583,231						24,583,231
Warrants exercise price		$ 8.22						$ 8.22
Athyrium \| Exchange warrants \| Maximum
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding		5,039,236						5,039,236
Athyrium \| Additional Warrants \| 2028 Convertible Notes
Related Party Transaction [Line Items]
Warrants exercise price		$ 5						$ 5
Athyrium \| Pre Funded Warrants
Related Party Transaction [Line Items]
Issuance of common stock								7,399,226

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Depreciation expense	$ 0.6	$ 0.9

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Components of lease expense

The components of lease expense were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease costs	$	1,369	$	1,531
Cash paid for operating leases	$	1,281	$	1,609

Supplemental weighted-average information related to operating leases

Supplemental weighted-average information related to operating leases is as follows:


	December 31,
	2023			2022
Weighted-average remaining lease term (years)		2.2			2.3
Weighted-average discount rate		9.7	%		7.8	%

Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases

As of December 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2024	$	1,022
2025		590
2026		264
2027		18
2028 and thereafter		—
Total minimum lease payments		1,894
Less: interest		(180	)
Present value of lease liabilities	$	1,714

Revenues - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Performance obligations resulted in increase (decrease) of revenue	$ 0	$ 2,000

Commitments and Contingencies - Components of lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 1,369	$ 1,531
Cash paid for operating leases	$ 1,281	$ 1,609

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 5. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2023		2022
Prepaid expenses	$	2,443	$	3,634
Other current assets		587		565
Total	$	3,030	$	4,199

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2023			2022
Computers and software	$	1,193		$	2,715
Building and leasehold improvements		803			750
Laboratory equipment		423			958
Furniture, fixtures, and office equipment		799			1,138
Construction in progress		45			92
Total property and equipment		3,263			5,653
Less accumulated depreciation and amortization		(2,107	)		(3,999	)
Property and equipment, net	$	1,156		$	1,654

Depreciation expense included in continuing operations was $0.6 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively.

Other Assets

Other assets consisted of the following (in thousands):


	December 31,
	2023		2022
Investment in Enumera	$	3,000	$	6,000
Other		302		201
Total	$	3,302	$	6,201

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Accrual for reimbursement claims and legal settlements, current (1)	$	6,337	$	8,372
Commissions and bonuses		2,469		1,433
Vacation and payroll benefits		1,367		1,724
Accrued professional services		2,914		307
Accrued interest		173		890
Lease liabilities, current		896		893
Insurance financing		401		445
Contract liabilities		542		47
Other (2)		2,220		2,050
Total	$	17,319	$	16,161

(1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

(2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Lease liabilities, net of current portion		818		601
Other (1)		2,211		4,095
Total	$	3,029	$	4,696

(1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15. Subsequent Events

From January 1, 2024 through March 27, 2024, the Company received net proceeds of $2.8 million, after deducting commissions and other offering expenses, from the sale of 2,591,662 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $1.13 per share.

On March 8, 2024 the Company entered into an exchange agreement with a holder of the Company’s 2025 Convertible Notes, pursuant to which the Company agreed to acquire an aggregate of $5.6 million of 2025 Convertible Notes from the holder in exchange for (i) $3.8 million in aggregate principal amount of 2028 Convertible Notes, and (ii) accrued and unpaid interest on the 2025 Convertible Notes exchanged. The Company also entered into a note purchase agreement with the investor to purchase $2.8 million in aggregate principal amount of 2028 Convertible Notes from the Company for cash at par value. Additionally, as part of the agreements, the investor was granted warrants to purchase 2,000,000 shares of common stock.

On March 31, 2024, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to (1) the offering and sale of an aggregate of 5,454,548 shares of the Company’s common stock at an offering price of $1.10 per share in a registered direct offering (the “Offering”) and (2) the issuance of unregistered warrants to purchase up to 5,454,548 shares of Common Stock with an exercise price of $1.10 to certain accredited investors in a concurrent private placement (the “Private Placement”). The Offering and the Private Placement are expected to close on April 3, 2024. The Company expects to receive gross proceeds from the Offering of approximately $6 million before deducting placement agent fees and estimated offering expenses.

Convertible Notes

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Convertible Notes

Note 7. Convertible Notes

The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2023 (in thousands):


	December 31, 2023
	Face Value		Carrying Value		Fair Value 1		Stated Interest Rate	Effective Interest Rate
2028 Convertible Notes	$	23,500	$	14,591	$	14,846	11-13%	48.9%
Related Party 2028 Convertible Notes	$	17,383	$	21,155	$	10,982	11-13%	(22.0)%
2025 Convertible Notes	$	10,225	$	9,966	$	5,984	7.25%	8.7%

The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2022 (in thousands):


	December 31, 2022
	Face Value		Carrying Value		Fair Value 2		Stated Interest Rate			Effective Interest Rate
2025 Convertible Notes	$	132,725	$	127,811	$	71,790		7.25	%		8.7	%

(2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes.

The carrying value of the Convertible Notes does not approximate their fair values because the carrying values reflect the balance of unamortized discount related to the derivative liabilities associated with the value of the conversion features assessed at inception. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes. As of December 31, 2023 and 2022, the unamortized debt discount on the 2025 Convertible Notes was $0.3 million and $4.9 million, respectively, and the amortization of the debt discount was $1.3 million and $1.4 million, respectively, and is included in interest expense, net in the consolidated statements of operations. As of December 31, 2023, the unamortized debt discount on the 2028 Convertible Notes was $19.0 million and the amortization of the debt discount was $0.3 million and is included in interest expense, net in the consolidated statements of operations.

2025 Convertible Notes

In December 2020, the Company issued a total of $168.5 million principal amount of 2025 Convertible Notes in a private offering of the Convertible Notes pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The 2025 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee ("Indenture"). The 2025 Convertible Notes are due on December 1, 2025, unless earlier repurchased, redeemed or converted, and accrue interest at a rate per annum equal to 7.25% payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2021. During the years ended December 31, 2023 and 2022, the Company recognized interest expense on the 2025 Convertible Notes of $8.4 million and $9.6 million, respectively.

The 2025 Convertible Notes are the Company's senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the 2025 Convertible Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.

At any time, noteholders may convert their 2025 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 11.1204 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which represents an initial conversion price of approximately $89.92 per share of common stock. Noteholders that converted their 2025 Convertible Notes before December 1, 2022 were, in certain circumstances, entitled to an additional cash payment representing the present value of any remaining interest payments on the 2025 Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a

“Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The 2025 Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 1, 2023, at a cash redemption price equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling the 2025 Convertible Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time.

The 2025 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture). As of December 31, 2023 and December 31, 2022, the Company was in compliance with all such covenants.

The 2025 Convertible Notes had a conversion option which was required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion feature was bifurcated and recorded separately as an embedded derivative remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. As of December 31, 2022, the conversion option expired and there was no longer a derivative liability.

Note Exchanges

In September 2023, certain related-party holders of 2025 Convertible Notes exchanged an aggregate of $50.0 million principal amount for a combination of 9,235,281 shares of the Company's common stock, 7,399,226 pre-funded warrants at an exercise price of $0.001 per share and warrants to purchase up to 16,634,507 shares of common stock at an exercise price of $3.01 per share. The warrants are exercisable on or after September 18, 2023 until September 18, 2026 and the pre-funded warrants have no expiration date. The pre-funded warrants and the warrants (together, the "September Warrants") are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder’s beneficial ownership would exceed 49.9%. As the 2025 Convertible Notes were exchanged for an amount over the fair value of shares issuable under the original conversion terms, the Company recorded an inducement loss of $53.2 million, included in other (expense) income, net in the consolidated statements of operations. Pursuant to ASC 815, the Company deemed the September Warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The September Warrants were recorded at a fair value of $35.1 million determined using the Black-Scholes Model.

In December 2023, the Company entered into Exchange Agreements (the “Note Exchange Agreements”) with certain holders of 2025 Convertible Notes to exchange an aggregate of $72.5 million principal amount for a combination of (i) $23.9 million in principal amount of 2028 Convertible Notes (ii) 625,000 shares of the Company's common stock, (iii) warrants to purchase 5,039,236 shares of common stock (the “Exchange Warrants”), and (iv) accrued and unpaid interest on the 2025 Convertible Notes. The Company also entered into Note Purchase Agreements (the “Note Purchase Agreements”), with certain investors (the "Purchasers") to purchase $17.0 million in principal amount of additional 2028 Convertible Notes from the Company for cash at par value. The Purchasers were granted warrants to purchase 5,084,613 shares of common stock (the “Additional Warrants”) and certain Purchasers were also granted warrants to purchase 7,352,941 shares of common stock (the “Commitment Warrants”). In connection with the Note Exchange Agreements and the Note Purchase Agreements, the Company has agreed to allow certain of the parties to designate one board observer.

2028 Convertible Notes

The 2028 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “2028 Convertible Notes Indenture”), dated December 19, 2023, by and between the Company and GLAS Trust Company LLC, as trustee (the “Trustee”). The 2028 Convertible Notes will mature on the earlier of December 19, 2028 and the date that is 90 days prior to the maturity of the Convertible Notes solely to the extent there are Convertible Notes outstanding in a principal amount equal to or greater than $5.0 million as of such date, unless earlier repurchased, redeemed or converted. The Notes will accrue interest at a rate of 11.0% per annum in the case of cash payment and 13.0% in the case of blended payments or payments-in-kind, payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2024. During the year ended December 31, 2023 the Company recognized interest expense on the 2028 Convertible Notes of $0.1 million.

The 2028 Convertible Notes are the Company’s senior secured obligations, and are secured by substantially all of the Company’s and its subsidiaries’ assets. The 2028 Convertible Notes are (i) senior in right of payment to the Company’s existing and

future senior, unsecured indebtedness to the extent of the value of the collateral; and (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2028 Convertible Notes.

At any time, noteholders may convert their 2028 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 641.02564 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which represents an initial conversion price of approximately $1.56 per share of common stock. Noteholders that convert their 2028 Convertible Notes will be entitled to an additional premium payment representing the amount of certain of the remaining interest payments on the 2028 Convertible Notes as specified in the 2023 Indenture. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The 2028 Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 19, 2024, and in some circumstances prior to that date, at a cash redemption price equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 150% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The 2028 Indenture contains covenants restricting the Company’s ability to incur indebtedness, incur liens, make restricted payments, make asset sales and engage in transactions with affiliates, subject to certain baskets. The 2028 Convertible Notes Indenture requires the Company to maintain minimum liquidity of $4.0 million and to add future assets to the collateral under the Security Agreement (as defined below) and to add future subsidiaries as guarantors under the Security Agreement. The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture). As of December 31, 2023, the Company was in compliance with all such covenants.

The 2028 Convertible Notes have several conversion features which are required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion features were bifurcated and recorded separately as an embedded derivative remeasured at fair value each reporting period with changes in fair value recorded in other (expense) income, net in the consolidated statement of operations.

The note exchange with one holder of 2025 Convertible Notes constitutes a troubled debt restructuring ("TDR") under ASC 470, because the Company is experiencing financial difficulty and a concession has been granted by the holder. As the holder is a related party, the Company recorded the restructuring gain as a capital contribution resulting in $25.5 million of restructuring gain recorded within additional paid-in-capital as of December 31, 2023. Following the TDR guidance under ASC 470, future interest payments of approximately $11.7 million were also included in the carrying value of the restructured senior secured convertible notes.

The note exchange with the other holders of 2025 Convertible Notes is considered a debt extinguishment under ASC 470. As a result, the Company recorded a loss on debt extinguishment of $6.4 million, which is the difference between the fair value of the 2028 Convertible Notes combined with the fair value of the warrants, derivative liabilities and common stock and the net carrying value of the 2025 Convertible Notes, which included $0.5 million of unamortized debt discount and third-party fees of $0.3 million.

The Exchange Warrants have an exercise price of $5.50 per share, the Commitment Warrants have an exercise price of $1.36 per share and are exercisable at any time on or after June 19, 2024 and the Additional Warrants have an exercise price of $5.00 per share. Each of the Exchange Warrants, the Commitment Warrants and the Additional Warrants (together the "December Warrants") are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder’s beneficial ownership of common stock would exceed specified levels. Pursuant to ASC 815, the Company deemed the December Warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Commitments and Contingencies - Supplemental weighted-average information related to operating leases (Details)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (years)	2 years 2 months 12 days	2 years 3 months 18 days
Weighted-average discount rate	9.70%	7.80%

Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details)	Dec. 31, 2023
Computers and Software
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	3 years
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	5 years
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	8 years

Strategic Transformation

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Strategic Transformation

Note 3. Strategic Transformation

Assets Held for Sale and Discontinued Operations

In June 2021, the Company announced its Strategic Transformation to reallocate resources to research and development to better position the business for future growth. The plan included the closure of the Company's genetics laboratory in Ann Arbor, Michigan and the divestiture of Avero. This plan represented a strategic business shift having a major effect on the Company's operations and financial results. The Company classified the results of its Laboratory Operations as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows. Additionally, the remaining assets are reported as assets held for sale in the Company’s consolidated balance sheets as of December 31, 2022 and there are no remaining assets as of December 31, 2023.

The following table presents the results of discontinued operations of the Laboratory Operations for the years ended December 31, 2023 and December 31, 2022 (in thousands):


	Years Ended December 31,
	2023		2022
Revenues (1)	$	1,219	$	11,848
Operating expenses:
Selling, general and administrative (2)		1,000		1,175
Total operating expenses		1,000		1,175
Net income from discontinued operations	$	219	$	10,673

(1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment.

(2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation.

The following table presents the carrying amount of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 (in thousands):


	December 31, 2022

Current assets of disposal group held for sale
Property and equipment, net		2,603
Total current assets of disposal group held for sale	$	2,603

In October 2023, the Company entered into a purchase and sale agreement to sell the building located in Ann Arbor, Michigan included in current assets held for sale. The transaction closed in October 2023 and the Company received gross proceeds of $2.8 million, incurred closing expenses of $0.2 million. As of December 31, 2023 assets held for sale was zero.

Investment in Enumera Molecular, Inc.

In May 2022, the Company completed the divesture of its single-molecule detection platform. Under the terms of the agreements, the Company contributed intellectual property and fixed assets related to the single-molecule detection platform to a newly formed entity, Enumera Molecular, Inc. ("Enumera"), which intends to develop and commercialize the platform. As of the transaction date, the Company received 25% minority ownership, on a fully diluted basis, of 6,000,000 Series A-1 preferred shares with an estimated value of $6.0 million in exchange for the assets. The Company concluded, based on a technical evaluation of the facts, that Enumera is not a variable interest entity. The Company also evaluated the characteristics of the investment and determined that the preferred stock is not in-substance common stock that would require equity method accounting. The Company concluded the appropriate accounting treatment for the investment in Enumera to be that of an equity security with no readily determinable fair value and has recorded the investment at cost, less impairment, adjusted for subsequent observable price changes. The investment is included in other assets in the Company’s consolidated balance sheets. The Company recognized a gain of $5.7 million on the investment during the year ended December 31, 2022 included in other (expense) income, net on the consolidated statements of operations. The Company determined the fair value was less than carrying value as of December 31, 2023 based on their negative cash flows from operations and for the year ended December 31, 2023 recorded a $3.0 million impairment loss on its investment, included in other (expense) income, net on the consolidated statements of operations. In March 2024, the Company entered into a stock purchase agreement, pursuant to which it sold its Series A-1 preferred shares for $3.0 million.

Licensing Agreements

In November 2022, the Company entered into a license agreement with Northwest Pathology, doing business as Avero Diagnostics (“Northwest”), pursuant to which the Company licensed its Preecludia rule-out test for preeclampsia to Northwest for commercial development (the “Northwest License Agreement”). Under the terms of the Northwest License Agreement, Northwest received the rights to assets and intellectual property related to the Preecludia test and the Company will receive commercial milestone payments and royalties on net sales.

In June 2023, the Company entered into a purchase and license agreement with a diagnostics company pursuant to which the Company sold certain assets and licensed intellectual property related to preeclampsia for research and development (the “Preeclampsia Agreement”). Under the terms of the Preeclampsia Agreement, the Company received a one-time payment for the sale of assets, including the sale of rights to certain antibody sequences, during the year ended December 31, 2023 and recorded $1.5 million of other income.

In May 2023, the Company entered into a professional services agreement with an affiliate of Enumera, a related party. Pursuant to the agreement, the affiliate will assist in selling legacy assets. The Company incurred $0.4 million in other expenses in connection with the agreement.

Strategic Transformation - Additional Information (Details) - USD ($)			1 Months Ended		12 Months Ended
	Mar. 01, 2024	Oct. 06, 2023	Jun. 30, 2023	Nov. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	May 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Remaining assets of disposal group held for sale					$ 0	$ 2,603,000
Proceeds from sale of building held for sale		$ 2,800,000
Expense incurred in sale of building		$ 200,000
Gain on investment					(3,000,000)	5,731,000
Impairment loss					100,000	545,000
Proceeds from sale of equity securities			$ 7,300,000	$ 9,000,000	18,137,000	9,014,000
Series A-1 Preferred Stock \| Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of equity securities	$ 3,000,000
Laboratory Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Remaining assets of disposal group held for sale					0
Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Remaining assets of disposal group held for sale					0
Enumera Molecular Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment loss on investment					3,000,000
Enumera Molecular Inc \| Series A-1 Preferred Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Minority ownership shares, issued							6,000,000
Minority ownership received in preferred stock							$ 6,000,000
Preeclampsia Agreement [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other income					1,500,000
Other Income (Expense) \| Enumera Molecular Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on investment						$ 5,700,000
Enumera Molecular Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Payments to related party					$ 400,000
Enumera Molecular Inc \| Series A-1 Preferred Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Minority ownership, percentage							25.00%

Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other	$ 302	$ 201
Total	3,302	6,201
Enumera Molecular Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in Enumera	$ 3,000	$ 6,000

Strategic Transformation - Summary of Results of Discontinued Operations (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Revenue

^[1]

$ 1,219

$ 11,848

Selling, general and administrative

^[2]

1,000

1,175

Total operating expenses

1,000

1,175

Net income (loss) from discontinued operations

$ 219

$ 10,673

[1]	(1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment.
[2]	(2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation.

- Definition

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Biora Therapeutics and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements and notes thereto give retrospective effect, where applicable, to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units (“RSUs”), warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of stock options, the valuation of goodwill, the valuation of the derivative liabilities associated with the 2028 Convertible Notes, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.

Operating Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker or decision-making group in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. All revenues are attributable to U.S.-based operations and all assets are held in the United States.

Assets Held for Sale and Discontinued Operations

Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale.

Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements.

Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 3.

Cash and Cash Equivalents including Concentration of Credit Risk

The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit

exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Restricted Cash

Restricted cash consists of collateral required for the Company's bank-issued credit cards with balances of $0.2 million and $0 as of December 31, 2023 and December 31, 2022, respectively.

Investments

The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred in accordance with ASC Topic 321, Investments-Equity Securities. The Company accounts for impairment of investments in equity securities by reviewing these assets for impairment whenever events or changes in circumstances indicate that the fair value of the security is less than its carrying amount.

Property and Equipment, Net

Property and equipment are stated at cost. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets as follows:


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8

Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset.

Leases

The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative assessment.

If a quantitative assessment is deemed necessary, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. An impairment loss will be recognized if the reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment existed as of December 31, 2023 or December 31, 2022.

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The Company recorded impairment of $0.1 million and $0.5 million during the years ended December 31, 2023 and December 31, 2022, respectively.

Fair Value of Financial Instruments

The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its Convertible Notes, which are carried at amortized cost. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature (see Note 6).

Embedded Derivatives Related to Convertible Notes

In December 2023, the Company issued the 2028 Convertible Notes with embedded derivatives that are required to be bifurcated from the host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivatives are recorded to other income, net in the consolidated statements of operations.

Common Stock Warrant Liabilities

The Company accounts for common stock warrants issued as freestanding instruments in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements. Warrants classified as liabilities are remeasured each period until settled or until classified as equity. Any resulting gain or loss related to the changes in the fair value of the warrant liabilities are recorded to gain (loss) on warrant liabilities in the consolidated statements of operations. Changes in the Company’s inputs and assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods.

Revenue Recognition

Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company follows a five-step process to recognize revenues: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenues when the performance obligations are satisfied.

Revenue was primarily derived from providing molecular testing products, which were reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contained a single performance obligation, which was the delivery of the test results, and the Company satisfied its performance obligation at a point in time upon the delivery of the results, which then triggered the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expected to be entitled to ("transaction price") and considered the effects of variable consideration. Revenue was recognized when control of the promised product was transferred to customers, in an amount that reflected the consideration the Company expected to be entitled to in exchange for those products.

Repairs and Maintenance

The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred.

Research and Development

Research and development expenses consist primarily of costs associated with performing research and development activities to develop new products. Research and development expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits, and allocated overhead costs. Research and development expenses are expensed as incurred.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation expense, and benefits, for the Company's finance and accounting, legal, human resources, and other administrative teams. Additionally, these expenses include costs for communication, conferences, and professional fees of audit, legal, and recruiting services. Selling, general and administrative expenses are expensed as incurred.

Stock-Based Compensation

Stock-based compensation related to stock options, RSUs and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four

years. For the ESPP, the requisite service period is generally the period of time from the offering date to the purchase date. In addition, the Company grants stock option awards that vest upon achievement of certain performance criteria ("Performance Awards"). The fair value is recognized as expense over the requisite service period when the Company has concluded that achieving the performance criteria is probable. The probability of achieving the performance criteria is assessed each reporting period. The Company accounts for the forfeitures in the period in which they occur. The fair value of RSUs is estimated based on the closing price of the Company's common stock on the date of the grant.

The fair value of stock options, ESPP awards and Performance Awards is estimated using the Black-Scholes option-pricing model and is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s inputs and assumptions with respect to these variables are as follows:

Fair Value of Common Stock—Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the initial public offering of the Company's common stock (the "IPO"), the fair value of the Company’s common stock for awards with service-based vesting is the closing price of its common stock on the date of grant or other relevant determination date.

Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date.

Expected Volatility—Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate with the expected term of the awards.

Risk-Free Interest Rate—The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term.

Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to pay dividends.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share.

Income Taxes

The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Comprehensive Loss

The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss.

Emerging Growth Company Status

The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recent Accounting Pronouncements Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses, which included an amendment of the effective date. The Company adopted this standard on January 1, 2023, and it did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which introduces new and enhanced income tax disclosure requirements. The standard is effective for the Company for annual reporting periods beginning after December 15, 2025. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements and related disclosures.

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 4	$ 305
Operating expenses:
Research and development	29,838	24,049
Selling, general and administrative	37,309	38,037
Total operating expenses	67,147	62,086
Loss from operations	(67,143)	(61,781)
Interest expense, net	(9,815)	(10,990)
Gain on warrant liabilities	18,004	20,904
Other (expense) income, net	(65,470)	2,617
Loss before income taxes	(124,424)	(49,250)
Income tax benefit	(90)	(420)
Loss from continuing operations	(124,334)	(48,830)
Gain from discontinued operations	219	10,673
Net loss	$ (124,115)	$ (38,157)
Net loss per share from continuing operations, basic	$ (7.88)	$ (6.4)
Net loss per share from continuing operations, diluted	(7.88)	(6.4)
Net gain per share from discontinued operations, basic	0.01	1.4
Net gain per share from discontinued operations, diluted	0.01	1.4
Net loss per share, basic	(7.87)	(5)
Net loss per share, diluted	$ (7.87)	$ (5)
Weighted average shares outstanding, basic	15,773,297	7,635,107
Weighted average shares outstanding, diluted	15,773,297	7,635,107

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Provision for Income Taxes

The provision for income taxes consists of the following (in thousands):


	Year Ended December 31,
	2023			2022
Current provision:
Federal	$	—		$	(546	)
State		(15	)		(347	)
Foreign		—			126
		(15	)		(767	)
Deferred expense:
Federal		(75	)		347
State		—			—
		(75	)		347
Net income tax provision	$	(90	)	$	(420	)

Summary of Components of Income Tax Benefit

The components of income tax benefit from continuing operations relate to the following (in thousands):


	Year Ended December 31,
	2023			2022
Income tax benefit at U.S. federal statutory rate	$	(26,129	)	$	(10,343	)
Cancellation of debt		8,161			—
Inducement loss		11,172			—
Extinguishment loss		1,336			—
Convertible debt and warrant liabilities		(3,781	)		(4,390	)
Derivative Liability		822			—
Stock-based compensation		2,687			1,504
Tax refunds		(35	)		(900	)
Change in valuation allowance		5,556			13,004
Other		121			705
Total income tax benefit	$	(90	)	$	(420	)

Summary of Deferred Tax Assets and Deferred Tax Liabilities

Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands):


	December 31, 2023			December 31, 2022
Deferred tax assets:
Net operating losses and carryforwards	$	139,735		$	137,149
Section 174 Capitalization		7,536			4,027
Reserves		656			949
Accrued expenses		1,159			527
Lease liability		360			343
Stock-based compensation		1,460			2,591
Other, net		—			101
Total deferred tax assets		150,906			145,687
Deferred tax liabilities:
Fixed assets		(222	)		(726	)
Intangible assets		(1,110	)		(1,201	)
Investment in Enumera		(574	)		(1,317	)
ROU asset		(339	)		(340	)
Prepaid expenses		(271	)		(743	)
Convertible debt		—			(552	)
Total deferred tax liabilities		(2,516	)		(4,879	)
Net deferred tax assets		148,390			140,808
Less: valuation allowance		(148,649	)		(141,155	)
Net deferred tax liabilities	$	(259	)	$	(347	)

Strategic Transformation (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Summary of Results of Discontinued Operations and Class of Assets and Liabilities

The following table presents the results of discontinued operations of the Laboratory Operations for the years ended December 31, 2023 and December 31, 2022 (in thousands):


	Years Ended December 31,
	2023		2022
Revenues (1)	$	1,219	$	11,848
Operating expenses:
Selling, general and administrative (2)		1,000		1,175
Total operating expenses		1,000		1,175
Net income from discontinued operations	$	219	$	10,673

(1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment.

(2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation.

The following table presents the carrying amount of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 (in thousands):


	December 31, 2022

Current assets of disposal group held for sale
Property and equipment, net		2,603
Total current assets of disposal group held for sale	$	2,603

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 2,443	$ 3,634
Other current assets	587	565
Total	$ 3,030	$ 4,199

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6. Fair Value Measurements

Fair value is defined 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 measurement date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The three-level hierarchy for the inputs to valuation techniques is summarized as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves.

Level 3 - Inputs that are unobservable data points that are not corroborated by market data.

There were no significant transfers between these fair value measurement classifications during the years ended December 31, 2023 and 2022.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands):


	Level 1		Level 2		Level 3
December 31, 2023
Derivative liabilities	$	—	$	—	$	22,899
Warrant liabilities	$	—	$	—	$	40,834

December 31, 2022
Money market funds (1)	$	5	$	—	$	—
Warrant liabilities	$	—	$	—	$	3,538

(1) Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets.

The Company issued 2028 Convertible Notes (see Note 7) that contain conversion features that are required to be bifurcated and recorded as embedded derivative liabilities in the consolidated balance sheet. The Company utilized a binomial pricing model to determine the fair value of the conversion features, which utilizes significant unobservable inputs. The fair value of the embedded derivatives as of December 31, 2023 was estimated using a binomial pricing model with the following inputs and assumptions:


		As of December 31,
		2023
Risk-free interest rate		3.8% - 4.3%
Expected volatility		84.3% - 95.7%
Stock price		$1.35
Discount Rate		28.7% - 28.9%

The Company’s Level 3 liabilities consist of the warrant liabilities resulting from equity financings (see Note 10) and the Convertible Note exchanges (see Note 7). The Company uses the Black-Scholes Model to value the Level 3 warrant liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, and volatility. The significant unobservable input for the warrant liabilities includes volatility. Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate to the expected term of the warrants. At December 31, 2023 and 2022, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	As of December 31,
	2023	2022
Risk-free interest rate	3.8% - 4.1%	4.0%
Expected volatility	95.6% - 101.8%	106.2% - 107.1%
Stock price	$1.35	$3.30
Expected life (years)	2.5 - 5.0	3.6 - 5.4

A summary of the changes in the Level 3 classified liabilities is presented below (in thousands):


	Warrant Liabilities			Derivative Liabilities
Balance at December 31, 2021	$	18,731		$	—
Recognition of new warrant liabilities		2,990			—
Change in fair value		(18,183	)		—
Balance at December 31, 2022	$	3,538		$	—
Recognition of new warrant liabilities		63,393			—
Recognition of derivative liabilities		—			18,984
Change in fair value		(26,097	)		3,915
Balance at December 31, 2023	$	40,834		$	22,899

- 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

Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.50%	2.00%
Risk-free interest rate, maximum	4.70%	4.20%
Expected volatility, minimum	97.60%	90.70%
Expected volatility, maximum	102.70%	101.30%
Expected dividend yield	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	5 years 6 months	5 years 6 months
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	6 years 3 months 18 days	6 years 3 months 18 days

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Commitments and Contingencies - Additional Information (Details)				1 Months Ended			12 Months Ended		24 Months Ended
	Dec. 22, 2020 Case	Dec. 03, 2020 Case	Jul. 23, 2020 USD ($)	Mar. 31, 2024 USD ($)	Jan. 31, 2024 USD ($)	Jul. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 23, 2022	Jul. 01, 2024 USD ($)	Jan. 01, 2024 USD ($)	Dec. 31, 2021 USD ($)	Jul. 21, 2021 USD ($)	Nov. 16, 2020 USD ($)	Jul. 21, 2020 State
Commitment And Contingencies [Line Items]
Number of states participating in settlement \| State															45
Settlement payments						$ 1,700,000
Aggregate amount of historical payments												$ 3,300,000	$ 5,700,000	$ 27,400,000
Number of actions pending \| Case	2	2
Selling, general and administrative expenses from discontinued operations							$ 1,000,000
Payment of civil penalties							200,000
ClaimSettlementAmountRefunded								$ 11,000,000
Payor Recoupment							1,100,000
Forecast
Commitment And Contingencies [Line Items]
Litigation expense				$ 1,000,000
Subsequent Event [Member]
Commitment And Contingencies [Line Items]
Settlement payments					$ 2,800,000
Contractual obligation in December 2022										$ 2,600,000	$ 2,800,000
Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance							5,300,000
SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Interest rate									1.25%
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act			26.00%
Maximum acceleration amount							4,100,000
Income tax discrete benefit related to net operating loss, CARES Act							$ 0	$ 0
Minimum \| SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act			$ 5,000,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 8. Related Party Transactions

In November 2022, the Company entered into a securities purchase agreement with affiliates of Athyrium Capital Management, LP (“Athyrium”) relating to the offering and sale of an aggregate of 500,250 shares of common stock and accompanying warrants to purchase 500,250 shares of common stock, at a combined purchase price of $7.50 per share and accompanying warrant in a registered direct offering. The warrants have an exercise price of $8.22 per share and became exercisable six months following the date of issuance and will expire five years following the initial exercise date. The Company received approximately $3.8 million in gross proceeds from the offering as an in-kind payment. The in-kind payment was in the form of a waiver of the Company’s cash interest payment obligation of approximately $3.8 million due on the 2025 Convertible Notes for the payment date occurring on December 1, 2022. Additionally, the Company agreed with Athyrium to amend outstanding warrants previously issued in 2021 to purchase up to 323,886 shares of common stock with an exercise price of $71.00 per share. The warrants have an amended exercise price of $8.22 per share, will become exercisable on May 9, 2023 and will expire five years following the initial exercise date.

As of December 31, 2022, Athyrium held 1,694,484 shares, or 19.0% of the Company's common stock outstanding and warrants to purchase up to 824,136 shares of common stock at an exercise price of $8.22. Athyrium also held $103.5 million aggregate principal amount of 2025 Convertible Notes as of December 31, 2022. As of December 31, 2022 the accrued interest expense related to the 2025 Convertible Notes held by Athyrium was $0.6 million.

In September 2023, Athyrium exchanged an aggregate of $50.0 million principal amount of 2025 Convertible Notes for a combination of 9,235,281 shares of the Company's common stock, 7,399,226 pre-funded warrants and warrants to purchase up to 16,634,507 shares of common stock at an exercise price of $3.01 (see Note 7).

In December 2023, Athyrium exchanged an aggregate of $53.5 million principal amount of 2025 Convertible Notes for $10.4 million of 2028 Convertible Notes and warrants to purchase up to 5,039,236 shares of common stock at an exercise price of $5.50 per share. Additionally, Athyrium purchased $7.0 million of 2028 Convertible Notes with an in-kind payment in the form of a waiver of the Company’s cash interest payment obligation on the Convertible Notes and was granted warrants to purchase up to 2,085,372 shares of common stock at an exercise price of $5.00 per share (see Note 7).

As of December 31, 2023 Athyrium held $17.4 million aggregate principal amount of 2028 Convertible Notes. Athyrium also held 10,929,763 shares, or 39.3%, of the Company's common stock outstanding, 7,399,226 pre-funded warrants and warrants to purchase up to 24,583,231 shares of common stock at exercise prices ranging from of $3.01 to $8.22 as of December 31, 2023.

In November 2022, the Company entered into a securities purchase agreement with an institutional investor relating to the offering and sale of an aggregate of 800,000 shares of common stock and accompanying warrants to purchase 800,000 shares of common stock, at a combined purchase price of $7.50 per share and accompanying warrant in a registered direct offering (see Note 10). Following this transaction, the institutional investor became a related party due to greater than 5% ownership. On January 12, 2023, the Company issued warrants to purchase 90,000 shares of common stock to the institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering (as defined below) securities purchase agreement. As of March 31, 2023 this institutional investor held less than 5% of the Company's outstanding common stock and is no longer considered a related party.

- 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

Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended				9 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Nov. 30, 2022 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2023 USD ($) TradingDays $ / shares shares	Dec. 31, 2022 USD ($) shares	Oct. 31, 2023 USD ($)	Oct. 12, 2023 $ / shares shares	Oct. 10, 2023 $ / shares shares	Sep. 18, 2023 USD ($)	Jun. 30, 2023 $ / shares shares
Debt Instrument [Line Items]
Amortization of debt discount						$ 1,601	$ 1,419
Interest expense						9,815	10,990
Issuance of common stock upon conversion of debt		$ 50,000				$ 67,431
Warrants issued \| shares	48,475,911		1,300,250			48,475,911			4,278,074	1,000,000		3,018,868
Warrants exercise price per share \| $ / shares									$ 1.87	$ 1.93		$ 5.05
Class Of warrant or right, period for warrants or rights exercisable					after September 18, 2023 until September 18, 2026
Date from which warrants are exercisable						Apr. 01, 2024
Inducement loss on convertible notes		$ 53,200				$ 53,198	0
Warrant liabilities	$ 40,834		$ 6,000			40,834	3,538	$ 6,700			$ 35,100
Restructuring gain						25,500
Loss on extinguishment			$ (1,600)
Future interest payments included in restructured senior secured convertible notes						11,700
Convertible Notes
Debt Instrument [Line Items]
Unamortized discount	500					500
Loss on extinguishment						6,400
Third-party fees	300					300
Maximum
Debt Instrument [Line Items]
Beneficial ownership, Limitation to exercise warrants percentage					49.90%
7.25% Convertible Senior Notes due 2025
Debt Instrument [Line Items]
Principal amount	$ 10,225			$ 168,500		$ 10,225	$ 132,725
Debt instrument, annual interest rate	7.25%			7.25%		7.25%	7.25%
Debt instrument, issuance date				Dec. 07, 2020
Debt instrument, frequency of periodic payment				semi-annually
Debt instrument due date				Dec. 01, 2025
Debt instrument, initial payment date				Jun. 01, 2021
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes				11.1204
Debt instrument convertible initial conversion price \| $ / shares				$ 89.92
Debt instrument, redemption period, start date						Dec. 01, 2023
Debt instrument, convertible, threshold percentage of stock price trigger						130.00%
Debt instrument, convertible, threshold trading days \| TradingDays						20
Debt instrument, convertible, threshold consecutive trading days \| TradingDays						30
Events of default, description						The 2025 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture).
Unamortized discount	$ 300					$ 300	$ 4,900
Interest expense						8,400	9,600
7.25% Convertible Senior Notes due 2025 \| Note Exchange Agreements
Debt Instrument [Line Items]
Principal amount	72,500					72,500
7.25% Convertible Senior Notes due 2025 \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount						1,300	$ 1,400
2028 Convertible Notes
Debt Instrument [Line Items]
Principal amount	$ 23,500					$ 23,500
Debt instrument, annual interest rate	11.00%					11.00%
Debt instrument, issuance date						Dec. 19, 2023
Debt instrument, initial payment date						Jun. 01, 2024
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes						641.02564
Debt instrument convertible initial conversion price \| $ / shares	$ 1.56					$ 1.56
Debt instrument, redemption period, start date						Dec. 19, 2024
Debt instrument, convertible, threshold percentage of stock price trigger						150.00%
Debt instrument, convertible, threshold trading days \| TradingDays						20
Debt instrument, convertible, threshold consecutive trading days \| TradingDays						30
Events of default, description						The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture).
Unamortized discount	$ 19,000					$ 19,000
Interest expense						$ 100
Paid in kind interest rate	13.00%					13.00%
Minimum liquidity requirement/Covenant						$ 4,000
2028 Convertible Notes \| Note Exchange Agreements
Debt Instrument [Line Items]
Principal amount	$ 23,900					23,900
2028 Convertible Notes \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount						300
2028 Convertible Notes \| Note Purchase Agreements
Debt Instrument [Line Items]
Principal amount	17,000					17,000
2028 Convertible Notes \| Minimum
Debt Instrument [Line Items]
Principal amount	$ 5,000					$ 5,000
Debt instrument, annual interest rate	11.00%					11.00%
2028 Convertible Notes \| Maximum
Debt Instrument [Line Items]
Debt instrument, annual interest rate	13.00%					13.00%
Common Stock
Debt Instrument [Line Items]
Issuance of common stock upon conversion of debt						$ 10
Issuance of stock, net, shares \| shares		9,235,281				8,245,273	1,117,155
Warrants exercise price per share \| $ / shares		$ 3.01			$ 3.01
Common Stock \| Note Exchange Agreements
Debt Instrument [Line Items]
Issuance of stock, net, shares \| shares	625,000
Common Stock \| Maximum
Debt Instrument [Line Items]
Class of Warrant or Right, Outstanding \| shares		16,634,507			16,634,507
Pre Funded Warrants
Debt Instrument [Line Items]
Warrants issued \| shares		7,399,226			7,399,226
Warrants exercise price per share \| $ / shares		$ 0.001			$ 0.001
Additional Warrants
Debt Instrument [Line Items]
Warrants issued \| shares	5,084,613					5,084,613
Warrants exercise price per share \| $ / shares	$ 5					$ 5
Commitment Warrants
Debt Instrument [Line Items]
Warrants issued \| shares	7,352,941					7,352,941
Warrants exercise price per share \| $ / shares	$ 1.36					$ 1.36
Date from which warrants are exercisable						Jun. 19, 2024
Exchange warrants
Debt Instrument [Line Items]
Warrants exercise price per share \| $ / shares	$ 5.5					$ 5.5
Exchange warrants \| Maximum \| Note Exchange Agreements
Debt Instrument [Line Items]
Class of Warrant or Right, Outstanding \| shares	5,039,236					5,039,236

Stockholders' Equity - Schedule Shares Sold under the ATM Sale Agreement (Details) - Sale Agreement [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Net proceeds (in millions)	$ 4.9	$ 0.6	$ 17.7	$ 7.1
Number of shares	3,799,814	52,620	6,735,839	317,155
Weighted average purchase price	$ 1.37	$ 10.93	$ 3.66	$ 30.27

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: 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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: 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 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 20, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	BIORA THERAPEUTICS, INC.
Entity Central Index Key	0001580063
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 38,960,310
Entity Common Stock, Shares Outstanding		30,313,428
Entity File Number	001-39334
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3950390
Entity Address, Address Line One	4330 La Jolla Village Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92122
City Area Code	833
Local Phone Number	727-2841
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BIOR
Security Exchange Name	NASDAQ
Documents Incorporated by Reference	None
Auditor Name	KPMG LLP
Auditor Location	San Diego, California
Auditor Firm ID	185

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Warrants Outstanding to Acquire Shares of its Common Stock

As of December 31, 2023, the Company had the following warrants outstanding to acquire shares of its common stock:


Expiration Date	Shares of common stock issuable upon exercise of warrants		Exercise Price per share
Held by Related Parties
N/A		7,399,226	$	0.001
September 2026		16,634,507	$	3.01
May 2028		824,116	$	8.22
December 2028		2,085,372	$	5.00
December 2028		5,039,236	$	5.50
Related Parties Total		31,982,457
Held by non-affiliates
February 2026		69,930	$	171.50
June 2026		3,018,868	$	5.05
August 2026		452,635	$	25.00
April 2027		826,816	$	1.87
April 2027		698,107	$	1.93
May 2028		1,074,916	$	8.22
December 2028		7,352,941	$	1.36
December 2028		2,999,241	$	5.00
Non-affiliate Total		16,493,454
Total		48,475,911

Schedule of Shares Sold Under the ATM Sale Agreement

The following table provides information on the shares sold under the ATM Sale Agreement for the three months and year ended December 31, 2023 and 2022.


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022
Net proceeds (in millions)	$	4.9	$	0.6	$	17.7	$	7.1
Number of shares		3,799,814		52,620		6,735,839		317,155
Weighted average purchase price	$	1.37	$	10.93	$	3.66	$	30.27

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. Commitments and Contingencies

Operating Leases

The Company has entered into various non-cancelable operating lease agreements, primarily for office space, laboratory space, and equipment. In March 2023, the Company signed an amended lease agreement for certain office space in San Diego, California to decrease the office space and extend the term to June 2025. In August 2023, the Company signed a 36-month lease agreement for laboratory space in Dallas, Texas.

The components of lease expense were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease costs	$	1,369	$	1,531
Cash paid for operating leases	$	1,281	$	1,609

Supplemental weighted-average information related to operating leases is as follows:


	December 31,
	2023			2022
Weighted-average remaining lease term (years)		2.2			2.3
Weighted-average discount rate		9.7	%		7.8	%

As of December 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2024	$	1,022
2025		590
2026		264
2027		18
2028 and thereafter		—
Total minimum lease payments		1,894
Less: interest		(180	)
Present value of lease liabilities	$	1,714

Contingencies

The Company, in the ordinary course of its business, can be involved in lawsuits, threats of litigation, and audit and investigative demands from third parties. While management is unable to predict the exact outcome of such matters, it is management’s current belief that any potential liabilities of Biora resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations.

The regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government and commercial payor programs, post payment review audits, and other forms of reviews and investigations are routine. The Company believes it complied in all material respects with the statutes, regulations, and other requirements applicable to its former laboratory operations.

Federal Investigations

In April 2018, the Company received a civil investigative demand from an Assistant U.S. Attorney (“AUSA”) for the Southern District of New York and a Health Insurance Portability and Accountability Act subpoena issued by an AUSA for the Southern District of California (“SDCA”) around legacy commercial practices. In May 2018, the Company received a subpoena from the State of New York Medicaid Fraud Control Unit.

On July 21, 2020, July 23, 2020 and October 1, 2020, the Company entered into agreements (the "Agreements") with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. In November 2022, the Company entered into an agreement to extend the deadline for the Company’s payment due on December 31, 2022 to July 15, 2023. The Company did not make any payments during the year ended December 31, 2022. In July 2023, the Company made payments of $1.7 million and entered into agreements to extend the deadline for the remaining payments to the following:

•

approximately $2.8 million on or before January 1, 2024; and

•

approximately $2.6 million on or before July 1, 2024.

The remaining amounts payable to the government will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier at the option of the Company. As of December 31, 2023, the Company’s accrual consisted of $5.3 million in accrued expenses and other current liabilities. In January 2024, the Company paid $2.8 million.

Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, it will pay 26% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $4.1 million. The Company did not receive any tax refunds during the years ended December 31, 2023 and 2022.

Corporate Integrity Agreement

In connection with the resolution of the investigated matters, and in exchange for the Office of Inspector General of the Department of Health and Human Services ("OIG") agreement not to exercise its authority to permissively exclude the Company from participating in federal healthcare programs, effective July 21, 2020, the Company entered into a five-year Corporate Integrity Agreement with the OIG. The Corporate Integrity Agreement requires, among other matters, that the Company maintain a Compliance Officer, a Compliance Committee, board review and oversight of certain federal healthcare compliance matters, compliance programs, and disclosure programs; provide management certifications and compliance training and education; engage an independent review organization to conduct claims and arrangements reviews; and implement a risk assessment and internal review process. In view of the Company’s Strategic Transformation, including cessation of its Laboratory Operations and related billing for services, effective March 7, 2023 the OIG agreed to suspend the Company’s obligations under the Corporate Integrity Agreement.

Colorado Recoupment

On July 21, 2021, the Company received a letter from the Colorado Department of Health Care Policy and Financing (the "Department"), informing the Company that, as a result of a post-payment review of Medicaid claims from October 2014 to June 2018, the Department is seeking recoupment for historical payments in an aggregate amount of approximately $5.7 million. In December 2021, the Company received additional correspondence informing them that the Department is seeking recoupment for an additional $3.3 million of historical payments from 2018. The historical payments for which the Department is seeking recoupment primarily relate to the Company's Preparent expanded carrier screening tests primarily on the basis that such tests were not medically necessary.

The Company disputed these claims of recoupment with the Department and filed administrative complaints with the State of Colorado Office of Administrative Courts. During the year ended December 31, 2022, the Company concluded a settlement agreement resolution of the matter that included a dismissal of the complaints and a full release of all the claims, except for approximately $11,000 in claims, which the Company refunded.

California Subpoena

On July 19, 2021, the Company received a subpoena from the California Attorney General’s Office, Division of Public Rights (the "OAG"), requesting documents and information related to the Company's former genetic testing practices, the Company's former NIPT, particularly those with a nexus to California patients. The OAG alleged that the Company violated California Business and Professions Code sections 17200 et seq. and 17500 et seq., in a complaint filed September 12, 2023 in the Superior Court of the State of California (case no. 23CV008397) for injunctive and other relief. The Company and OAG settled the matter via a stipulated entry of Final Judgment and Permanent Injunction that was entered and ordered by the Court on September 25, 2023. Pursuant to the order, the Company paid civil penalties in the total amount of $0.2 million.

Payor Dispute

On November 16, 2020, the Company received a letter from Anthem, Inc. ("Anthem") informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s former NIPT and microdeletion tests and secondarily to discontinued legacy billing practices involving the implementation of a new Current Procedure Terminology code for reimbursement for the Company’s former Preparent expanded carrier screening tests. Management disputes this claim of recoupment with Anthem in full, with offsets for amounts owed by Anthem to the Company. Management had previously established an accrual for the estimated probable loss for this matter. During the year ended December 31, 2022, the Company reversed this accrual for a portion of the matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations. During the year ended December 31, 2023, the Company

reversed the remaining accrual for this matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations.

Payor Recoveries

As noted above, the regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government reimbursement and commercial payor programs, the Company is routinely subject to post-payment review audits and other forms of reviews and investigations. For example, the Company rejected several managed Medicaid payor recoupment requests that it received in 2022 aggregating to $1.1 million. If a third-party payor successfully challenges that a payment to the Company for prior testing was in breach of contract or otherwise contrary to policy or law, they may recoup such payment. The Company may also decide to negotiate and settle with a third-party payor in order to resolve an allegation of overpayment. In the past, the Company has negotiated and settled these types of claims with third-party payors. The Company may be required to resolve further disputes in the future. While management is unable to predict the exact outcome of any such claims, it is management’s current belief that any potential liabilities resulting from these contingencies related to payors and the Company's ceased laboratory operations, individually or in the aggregate, should not have a material impact on the Company’s financial position and results of operations.

Texas OIG Inquiry

On October 16, 2019, the Company received an inquiry from the Texas Health & Human Services Commission Office of Inspector General (“TX OIG”) alleging that the Company did not hold the required CLIA Laboratory Certificate of Accreditation to perform, bill for, or be reimbursed by the Texas Medicaid Program for certain tests performed by us from January 1, 2015 through December 31, 2018. During the year ended December 31, 2022, the Company fully resolved and settled the matter for an immaterial payment by the Company in exchange for a release of all claims.

Ravgen Lawsuit

On December 22, 2020, Ravgen, Inc. ("Ravgen") filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734)
asserting the Company’s infringement of two Ravgen patents based on the Company's former NIPT testing business. The complaint seeks monetary damages and injunctive relief. The Company responded to the complaint on March 23, 2021. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. The case is currently scheduled for trial in October 2024. Given the uncertainty of litigation and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of this matter, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from this action.

IPO Litigation

On June 23, 2020, the Company closed its IPO. Lawsuits were filed on August 28, 2020 and September 11, 2020 against the Company, certain of its executive officers and directors, and the underwriters of the IPO. On December 3, 2020, the U.S. District Court for the Southern District of California consolidated the two actions, appointed Lin Shen, Lingjun Lin and Fusheng Lin to serve as Lead Plaintiffs, and approved Glancy Prongay & Murray LLP to be Lead Plaintiffs’ Counsel. Lead Plaintiffs filed their first amended complaint on February 4, 2021. Together with the underwriters of the IPO, the Company moved to dismiss the first amended complaint. On September 1, 2021, the court granted the Company's motion to dismiss, dismissing Lead Plaintiffs’ claims without prejudice. On September 22, 2021, Lead Plaintiffs filed their second amended complaint. Together with the underwriters of the IPO, the Company moved to dismiss the second amended complaint on November 15, 2021. On January 13, 2023, the court again granted our motion to dismiss, dismissing Lead Plaintiffs’ claims for failure to state a claim without prejudice. On February 3, 2023, Lead Plaintiffs filed their third amended complaint, adding information allegedly produced to Plaintiffs in response to freedom of information requests. The third amended complaint alleges that the Company’s registration statement and related prospectus for the IPO contained false and misleading statements and omissions in violation of the Securities Act by failing to disclose that (i) the Company had overbilled government payors for Preparent tests beginning in 2019 and ending in or before early 2020; (ii) there was a high probability that the Company had received, and would have to refund, a material amount of overpayments from government payors for Preparent tests; (iii) in February 2020 the Company ended a supposedly improper marketing practice on which the competitiveness of the Company's business depended; and (iv) the Company was suffering from material negative trends with respect to testing volumes, average selling prices for its tests, and revenues. Lead Plaintiffs seek certification as a class, unspecified compensatory damages, interest, costs and expenses including attorneys’ fees, and unspecified extraordinary, equitable, and/or injunctive relief. The Company filed a motion to dismiss the third amended complaint with prejudice on March 20, 2023, which the court granted on July 12, 2023. Lead Plaintiffs filed a notice of appeal on August 11, 2023 and the appeal is currently before the United States Court of Appeals for the Ninth Circuit (Case No: 23-55716) with appellate briefing concluded and submitted by the parties in March 2024. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO. In March 2024, the Company and plaintiffs agreed to settle the litigation, subject to negotiation and entry into

definitive and binding agreements and court approval, for an amount of $1.0 million. The Company has accrued this amount in accrued expenses in the balance sheet as of December 31, 2023. The expense of $1.0 million was recorded in selling, general and administrative expenses from discontinued operations for the year ended December 31, 2023.

On June 4, 2021, a purported shareholder filed a lawsuit in the U.S. District Court for the SDCA, claiming to sue derivatively on behalf of the Company. The complaint names certain of the Company’s officers and directors as defendants, and names the Company as a nominal defendant. Premised largely on the same allegations as the above-described securities lawsuit, it alleges that the individual defendants breached their fiduciary duties to the Company, wasted corporate assets, and caused the Company to issue a misleading proxy statement in violation of the Securities Exchange Act of 1934, as amended. The complaint seeks the award of unspecified damages to the Company, equitable and injunctive remedies, and an order directing the Company to reform and improve its internal controls and board oversight. It also seeks the costs and disbursements associated with bringing suit, including attorneys’, consultants’, and experts’ fees. The case is stayed pending the resolution of the appeal in the above-described securities lawsuit. The Company intends to vigorously defend against these claims.

On August 17, 2021, the Company received a letter purportedly on behalf of a stockholder of the Company demanding that the Company's board of directors investigate and take action against certain of the Company’s current and former officers and directors to recover damages for alleged breaches of fiduciary duties and related claims arising out of the IPO litigation discussed above. This matter is pending the outcome of the companion securities litigation.

Given the uncertainty of litigation, the preliminary stages of the litigation and other matters described above, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of these actions, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from these actions.

Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,263	$ 5,653
Less accumulated depreciation and amortization	(2,107)	(3,999)
Property and equipment, net	1,156	1,654
Computers and Software
Property, Plant and Equipment [Line Items]
Total property and equipment	1,193	2,715
Building and Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	803	750
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	423	958
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	799	1,138
Construction in Progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 45	$ 92

Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	78,108,406	4,815,813
Stock Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	763,012	582,557
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	2,537,357	278,112
Common Stock Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	48,475,911	2,331,597
Common Stock Issuable Upon Conversion of Convertible Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	26,332,126	1,623,547

Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,022
2025	590
2026	264
2027	18
2028 and thereafter	0
Total minimum lease payments	1,894
Less: interest	$ (180)
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accrued Expenses And Other Liabilities Current
Present value of lease liabilities	$ 1,714

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Note 4. Revenues

The Company's current revenue is related to license and collaboration agreements. Revenues historically were derived from contracts with healthcare insurers, government payors, laboratory partners and patients related to tests provided to patients. The Company evaluated its contracts and identified a single performance obligation, the delivery of a test result. The Company satisfied its performance obligation at a point in time upon the delivery of the test result, at which point the Company billed for its products. The amount of revenue recognized reflected the transaction price and considered the effects of variable consideration. All of the historical test revenue is part of the Company's Laboratory Operations and has been included in discontinued operations in the consolidated statements of operations.

The Company had established an accrual for refunds of payments previously made by healthcare insurers based on historical experience and executed settlement agreements with healthcare insurers. Any refunds were accounted for as reductions in revenues in the statement of operations as an element of variable consideration.

The Company periodically updated its estimate of the variable consideration recognized for previously delivered performance obligations. These updates resulted in an additional $2.0 million of revenue for the year ended December 31, 2022 and zero for the year ended December 31, 2023. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 9.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Note 13. Net Loss Per Share


	Year Ended December 31,
	2023		2022
Stock options to purchase common stock		763,012		582,557
Restricted stock units		2,537,357		278,112
Common stock warrant		48,475,911		2,331,597
Common stock issuable upon conversion of Convertible Notes		26,332,126		1,623,547
Total		78,108,406		4,815,813

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended				3 Months Ended	12 Months Ended
	Apr. 03, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Nov. 30, 2022	Mar. 27, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 08, 2024	Oct. 12, 2023	Oct. 10, 2023	Jan. 31, 2023	Jan. 12, 2023	Dec. 31, 2020
Subsequent Event [Line Items]
Warrants issued				3,018,868	1,300,250		48,475,911			4,278,074	1,000,000
Proceeds from issuance of common stock				$ 7,300	$ 9,000		$ 18,137	$ 9,014
Shares issued, price per share				$ 5.3
Warrants exercise price				$ 5.05						$ 1.87	$ 1.93
Common Stock
Subsequent Event [Line Items]
Issuance of stock, net, shares			9,235,281				8,245,273	1,117,155
Common stock issued and sold				1,509,434
Warrants exercise price			$ 3.01
2025 Convertible Notes
Subsequent Event [Line Items]
Principal amount							$ 10,225	$ 132,725						$ 168,500
2028 Convertible Notes
Subsequent Event [Line Items]
Principal amount							23,500
2028 Convertible Notes \| Note Purchase Agreements
Subsequent Event [Line Items]
Principal amount							$ 17,000
Securities Purchase Agreement
Subsequent Event [Line Items]
Warrants issued												90,000	90,000
Warrants exercise price												$ 8.22
Securities Purchase Agreement \| Common Stock
Subsequent Event [Line Items]
Warrants issued					800,000
Issuance of stock, net, shares					800,000
Subsequent Event \| Common Stock \| Private Placement
Subsequent Event [Line Items]
Warrants issued		5,454,548
Subsequent Event \| Note Purchase Agreements
Subsequent Event [Line Items]
Warrants issued									2,000,000
Subsequent Event \| 2025 Convertible Notes
Subsequent Event [Line Items]
Principal amount									$ 5,600
Subsequent Event \| 2028 Convertible Notes
Subsequent Event [Line Items]
Principal amount									3,800
Subsequent Event \| 2028 Convertible Notes \| Note Purchase Agreements
Subsequent Event [Line Items]
Principal amount									$ 2,800
Subsequent Event \| Securities Purchase Agreement
Subsequent Event [Line Items]
Proceeds from issuance of common stock		$ 6,000				$ 2,800
Issuance of stock, net, shares						2,591,662
Sale of stock weighted average purchase price						$ 1.13
Shares issued, price per share		$ 1.1
Subsequent Event \| Securities Purchase Agreement \| Offering and Private Placement
Subsequent Event [Line Items]
Sale of stock expiration date	Apr. 03, 2024
Subsequent Event \| Securities Purchase Agreement \| Private Placement
Subsequent Event [Line Items]
Warrants exercise price		$ 1.1
Subsequent Event \| Securities Purchase Agreement \| Common Stock
Subsequent Event [Line Items]
Common stock issued and sold		5,454,548

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

The provision for income taxes consists of the following (in thousands):


	Year Ended December 31,
	2023			2022
Current provision:
Federal	$	—		$	(546	)
State		(15	)		(347	)
Foreign		—			126
		(15	)		(767	)
Deferred expense:
Federal		(75	)		347
State		—			—
		(75	)		347
Net income tax provision	$	(90	)	$	(420	)

The components of income tax benefit from continuing operations relate to the following (in thousands):


	Year Ended December 31,
	2023			2022
Income tax benefit at U.S. federal statutory rate	$	(26,129	)	$	(10,343	)
Cancellation of debt		8,161			—
Inducement loss		11,172			—
Extinguishment loss		1,336			—
Convertible debt and warrant liabilities		(3,781	)		(4,390	)
Derivative Liability		822			—
Stock-based compensation		2,687			1,504
Tax refunds		(35	)		(900	)
Change in valuation allowance		5,556			13,004
Other		121			705
Total income tax benefit	$	(90	)	$	(420	)

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit

carryforwards. Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands):


	December 31, 2023			December 31, 2022
Deferred tax assets:
Net operating losses and carryforwards	$	139,735		$	137,149
Section 174 Capitalization		7,536			4,027
Reserves		656			949
Accrued expenses		1,159			527
Lease liability		360			343
Stock-based compensation		1,460			2,591
Other, net		—			101
Total deferred tax assets		150,906			145,687
Deferred tax liabilities:
Fixed assets		(222	)		(726	)
Intangible assets		(1,110	)		(1,201	)
Investment in Enumera		(574	)		(1,317	)
ROU asset		(339	)		(340	)
Prepaid expenses		(271	)		(743	)
Convertible debt		—			(552	)
Total deferred tax liabilities		(2,516	)		(4,879	)
Net deferred tax assets		148,390			140,808
Less: valuation allowance		(148,649	)		(141,155	)
Net deferred tax liabilities	$	(259	)	$	(347	)

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred assets. At such time as it is determined that it is more likely than not that the deferred tax asset will be realized, the valuation allowance will be reduced. The change in the valuation allowance for the year ended December 31, 2023 was an increase of $7.5 million.

At December 31, 2023, the Company had federal and state income tax net operating loss (“NOL”) carryforwards of approximately $500.3 million and $218.6 million, respectively. The U.S. federal NOLs will be carried forward indefinitely and state NOLs will begin to expire in various years, depending on the applicable jurisdiction. Federal NOL carryforwards generated post the Tax Cuts and Jobs Act of 2017 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. In addition, the Company has federal and state research and expenditure credit carryforwards of approximately $8.5 million and $1.9 million, respectively, as of December 31, 2023. The federal research and expenditure credit will begin to expire after 2033 unless otherwise utilized and the state research and expenditure credit may be carried forward indefinitely.

Pursuant to Section 382 and Section 383 of the Internal Revenue Code, annual use of the Company’s NOL carryforwards and tax credit carryforwards may be limited as a result of cumulative changes of ownership resulting in a change of control of the Company. The Company performed a formal study through the date of the IPO and determined future utilization of tax attribute carryforwards are not limited per Section 382 of the Internal Revenue Code. The Company has not updated their 382 study since the IPO offering 2020. Any future changes may limit future utilization of tax attribute carryforwards. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate.

In accordance with ASC 740-10, Income Taxes—Overall, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no uncertain tax positions at December 31, 2023.

The Company is subject to taxation in the United States and various U.S. state jurisdictions. Multiple tax years remain open to examination depending on the applicable jurisdiction. The Company’s policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2023, there were no interest and penalties related to uncertain tax positions.

- 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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	164,000,000	164,000,000
Common stock, shares issued	28,574,918	9,098,844
Common stock, shares outstanding	27,837,563	8,928,498
Treasury stock, at cost shares	737,355	170,346
Convertible Notes
Unamortized discount	$ 259	$ 4,914
Senior Secured Convertible Notes
Unamortized discount	11,066	0
Related Party Senior Secured Convertible Notes
Unamortized discount	7,951	0
Future interest	$ 9,747	$ 0

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Benefit and Share-Based Payment Arrangement, Noncash Expense [Abstract]
Employee benefit plan, contributions by employer	$ 0.5	$ 0.5

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Options Activity under Plans


	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2022		582,557		$	59.89
Options granted		265,000		$	3.54
Options exercised		—		$	—
Options forfeited/cancelled		(84,545	)	$	96.78
Balance at December 31, 2023		763,012		$	36.23		8.0	$	0.2
Vested and expected to vest at December 31, 2023		763,012		$	36.23		8.0	$	0.2
Vested and exercisable at December 31, 2023		269,718		$	66.98		7.3	$	—

Summary of Assumptions used to Determine Fair Value of Stock Options Granted

The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2023 and 2022:


	Year ended December 31,
	2023	2022
Risk-free interest rate	3.5% - 4.7%	2.0% - 4.2%
Expected volatility	97.6% - 102.7%	90.7% - 101.3%
Expected dividend yield	―	―
Expected life (years)	5.5 - 6.3	5.5 - 6.3

Summary of Restricted Stock Units Activity

The following table summarizes RSU activity for the year ended December 31, 2023:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2022		278,112		$	38.95
Granted		3,703,321		$	3.09
Vested		(1,370,520	)	$	9.70
Forfeited/cancelled		(73,556	)	$	7.96
Balance at December 31, 2023		2,537,357		$	3.31

Schedule of Stock-based Compensation Expense

The following table presents total stock-based compensation expense included in each functional line item in the accompanying consolidated statements of operations (in thousands):


	Year Ended December 31,
	2023		2022
Research and development		6,979		2,626
Selling, general and administrative		9,496		5,178
Total stock-based compensation expense	$	16,475	$	7,804

Strategic Transformation - Summary of Carrying Amounts of the Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Total current assets of disposal group held for sale	$ 0	$ 2,603
Discontinued Operations, Held-for-sale [Member]
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Property and equipment, net		2,603
Total current assets of disposal group held for sale		$ 2,603

Employee Benefit Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 14. Employee Benefit Plan

The Company has a qualified 401(k) employee savings plan for the benefit of its employees ("401(k) Plan"). Substantially all employees are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, employees can contribute and defer taxes on compensation contributed. The Company has the option to make discretionary profit-sharing contributions to the 401(k) Plan. The Company made employer contributions to the 401(k) Plan of $0.5 million for both of the years ended December 31, 2023 and 2022.

Fair Value Measurements - Summary of Changes in Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Embedded Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognition of derivative liabilities	$ 18,984
Change in fair value of warrant liabilities	3,915
Ending balance	22,899
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	3,538	$ 18,731
Recognition of new warrant liabilities	63,393	2,990
Change in fair value of warrant liabilities	$ (26,097)	$ (18,183)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Ending balance	$ 40,834	$ 3,538

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 10. Stockholders’ Equity

Common Stock

On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock. The Reverse Stock Split, which has been retroactively reflected throughout the consolidated financial statements, reduced the authorized shares of the Company to 164,000,000 and did not change the par value of the Company's common stock.

Registered Offerings

In November 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of an aggregate of (i) 1,300,250 shares of common stock and (ii) warrants to purchase 1,300,250 shares of common stock in registered direct offering (the “November 2022 Offering”). Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $7.50 per share of the common stock and the accompanying warrant. The Company received approximately $9.0 million in net proceeds, after deducting placement agent fees and offering expenses. Approximately $3.8 million of the gross proceeds were received in the form of a waiver of the Company's December 1, 2022 interest payment on the Convertible Notes. The warrants have an exercise price of $8.22 per share, are exercisable six months following the date of issuance, and will expire five years following the initial exercise date. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $6.0 million. As the total fair value of the warrant liability and common stock exceeds the in-kind payment proceeds of $3.8 million, the Company recorded an extinguishment loss of the $1.6 million excess to other income, net in the consolidated statements of operations. The Company incurred a total of $0.8 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis.

Additionally, as part of the November 2022 Offering, the Company agreed with certain institutional investors to amend outstanding warrants previously issued to purchase up to 104,895 shares of common stock with an exercise price of $171.50 per share and to purchase up to 403,887 shares of common stock with an exercise price of $71.00 per share. Accordingly, the Company agreed to (i) lower the exercise price of such existing warrants to $8.22 per share, (ii) provide that such existing warrants, as amended, were not exercisable until May 9, 2023 and (iii) extend the original expiration date of such existing warrants to May 9, 2028. The modified warrants are equity classified both before and after the modification and were fair valued as of the date of the amendment, this resulted in an increase in the value of the warrants and an additional $0.9 million was recorded to additional paid in capital on the consolidated balance sheet.

In January 2023, the Company issued warrants to purchase 90,000 shares of common stock to an institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering securities purchase agreement. The warrants have an exercise price of $8.22, were exercisable beginning on May 9, 2023. Pursuant to ASC 815, the

Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings.

In June 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 1,509,434 shares of common stock in a registered direct offering at an offering price of $5.30 per share (the "June 2023 Offering"). In addition, in a concurrent private placement with the same investors, the Company issued unregistered warrants to purchase 3,018,868 shares of common stock. The warrants have an exercise price of $5.05 per share and are exercisable at any time. The Company received approximately $7.3 million in net proceeds, after deducting placement agent fees and offering expenses. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $9.0 million, as the total fair value of the warrant liability exceeds the gross proceeds of $8.0 million, the Company recorded a loss of the $1.0 million excess to gain (loss) on warrant liabilities in the consolidated statements of operations. Accordingly, there were no proceeds allocated to the common stock issued as part of this transaction. The Company incurred a total of $0.7 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis.

In October 2023, the Company issued warrants to purchase up to 1,000,000 shares and 4,278,074 shares of the Company's common stock, with exercise prices of $1.93 per share and $1.87 per share, respectively, to accredited investors in private placement transactions. The warrants are exercisable in April 2024, six months following the dates of issuance. The investors may from time to time agree to acquire, and the Company may agree to sell, up to an aggregate of $9.9 million of common stock at any time prior to January 31, 2024. The warrants will vest in proportion to issuances described in the preceding sentence. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $6.7 million and the Company recorded a loss of the $6.7 million excess to gain (loss) on warrant liabilities in the consolidated statements of operations.

Common stock warrants

As of December 31, 2023, the Company had the following warrants outstanding to acquire shares of its common stock:


Expiration Date	Shares of common stock issuable upon exercise of warrants		Exercise Price per share
Held by Related Parties
N/A		7,399,226	$	0.001
September 2026		16,634,507	$	3.01
May 2028		824,116	$	8.22
December 2028		2,085,372	$	5.00
December 2028		5,039,236	$	5.50
Related Parties Total		31,982,457
Held by non-affiliates
February 2026		69,930	$	171.50
June 2026		3,018,868	$	5.05
August 2026		452,635	$	25.00
April 2027		826,816	$	1.87
April 2027		698,107	$	1.93
May 2028		1,074,916	$	8.22
December 2028		7,352,941	$	1.36
December 2028		2,999,241	$	5.00
Non-affiliate Total		16,493,454
Total		48,475,911

At-The-Market Sales Agreement and Offering

In November 2021, the Company entered into an At Market Issuance Sales Agreement ("ATM Sale Agreement") with B. Riley Securities, Inc., BTIG, LLC, and H.C. Wainwright & Co. LLC ("Agents"), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $90.0 million from time to time, in “at the market” offerings through the Agents. In connection with the November 2022 Offering, the aggregate price was reduced to $70.0 million. The Company further reduced the aggregate offering price to $12.0 million in connection with the June 2023 Offering. As of October 9, 2023, the aggregate offering price was increased to $37.6 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. The Agents will receive a commission from the Company of up to 3.0% of

the gross proceeds of any shares of common stock sold under the ATM Sale Agreement. The following table provides information on the shares sold under the ATM Sale Agreement for the three months and year ended December 31, 2023 and 2022.


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022
Net proceeds (in millions)	$	4.9	$	0.6	$	17.7	$	7.1
Number of shares		3,799,814		52,620		6,735,839		317,155
Weighted average purchase price	$	1.37	$	10.93	$	3.66	$	30.27

Preferred Stock

Pursuant to the Company’s eighth amended and restated certificate of incorporation, which went into effect immediately prior to the completion of the IPO, the Company was authorized to issue 10,000,000 shares of undesignated preferred stock. This amount and the par value of preferred stock remained unchanged after the Reverse Stock Split.

On November 10, 2022, the Board declared a dividend of one one-thousandth of a share of Series X Preferred Stock, par value $0.001 per share (“Series X Preferred Stock”), for each outstanding share of common stock to stockholders of record as of November 21, 2022. This Series X Preferred Stock entitled its holders to 3,000 votes per share exclusively on the vote for the proposal to approve the Reverse Stock Split. All shares of Series X Preferred Stock that were not present to vote on the Reverse Stock Split were redeemed by the Company (the “Initial Redemption”). Any outstanding shares of Series X Preferred Stock that were not redeemed pursuant to an Initial Redemption would be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the effectiveness of the Certificate of Amendment implementing the Reverse Stock Split. At the December 19, 2022 special meeting of the Company's stockholders, the holders of 136,961 shares of Series X Preferred Stock were represented in person or by proxy. Immediately prior to the special meeting, all 86,210 shares of Series X Preferred Stock that were not voted were redeemed. The remaining 136,961 outstanding shares of Series X Preferred Stock were redeemed automatically upon the effectiveness of the Certificate of Amendment on January 3, 2023.

On January 9, 2023, the Company filed a Certificate of Elimination of Series X Preferred Stock with the Secretary of State of the State of Delaware, which, effective immediately upon filing, eliminated all matters set forth in the Certificate of Designation of Series X Preferred Stock filed with the Secretary of State of the State of Delaware on November 21, 2022.

- Definition

The entire disclosure for equity.

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Stock Options Outstanding Balance at December 31, 2022 \| shares	582,557
Stock Options Outstanding Options granted \| shares	265,000
Stock Options Outstanding Options exercised \| shares	0
Stock Options Outstanding Options forfeited/cancelled \| shares	(84,545)
Stock Options Outstanding Balance at December 31, 2023 \| shares	763,012
Stock Options Outstanding Vested and expected to vest at December 31, 2023 \| shares	763,012
Stock Options Outstanding Vested and exercisable at December 31, 2023 \| shares	269,718
Weighted-Average Exercise Price Balance at December 31, 2022 \| $ / shares	$ 59.89
Weighted-Average Exercise Price Options granted \| $ / shares	3.54
Weighted-Average Exercise Price Options exercised \| $ / shares	0
Weighted-Average Exercise Price Options forfeited/cancelled \| $ / shares	96.78
Weighted-Average Exercise Price Balance at December 31, 2023 \| $ / shares	36.23
Weighted-Average Exercise Price Vested and expected to vest at December 31, 2023 \| $ / shares	36.23
Weighted-Average Exercise Price Vested and exercisable at December 31, 2023 \| $ / shares	$ 66.98
Weighted-Average Remaining Contractual Term (in years) Balance at December 31, 2023	8 years
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at December 31, 2023	8 years
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at December 31, 2023	7 years 3 months 18 days
Aggregate Intrinsic Value Balance at December 31, 2023 \| $	$ 200
Aggregate Intrinsic Value Vested and expected to vest at December 31, 2023 \| $	200
Aggregate Intrinsic Value Vested and exercisable at December 31, 2023 \| $	$ 0

Stock-Based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 14, 2023	Nov. 03, 2021	Jun. 30, 2020	Feb. 28, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares authorized	164,000,000	164,000,000
Total Stock-based compensation expense	$ 16,475,000	$ 7,804,000
Weighted-average grant date fair value of options granted	$ 2.49	$ 19.09
Unrecognized compensation cost related to unvested stock options expected to be recognized amount	$ 6,600,000
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period	2 years 6 months
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total Stock-based compensation expense	$ 7,900
Unrecognized compensation cost related to restricted stock options expected to be recognized amount	$ 7,500,000
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period	3 years 7 months 6 days
2012 Stock Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options issuable under the plan						0
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant	3,302,136
Common stock shares reserved for future issuance			5,500,000
2020 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance	71,450				20,400
Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant				260,000
2021 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant	63,964

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	278,112
Number of Shares, Granted \| shares	3,703,321
Number of Shares, Vested \| shares	(1,370,520)
Number of Shares, Forfeited/cancelled \| shares	(73,556)
Number of Shares, Ending Balance \| shares	2,537,357
Weighted Average Grant Date Fair Value beginning of period \| $ / shares	$ 38.95
Weighted Average Grant Date Fair Value, Granted \| $ / shares	3.09
Weighted Average Grant Date Fair Value, Vested \| $ / shares	9.7
Weighted Average Grant Date Fair Value, Forfeited/cancelled \| $ / shares	7.96
Weighted Average Grant Date Fair Value end of period \| $ / shares	$ 3.31

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis


	Level 1		Level 2		Level 3
December 31, 2023
Derivative liabilities	$	—	$	—	$	22,899
Warrant liabilities	$	—	$	—	$	40,834

December 31, 2022
Money market funds (1)	$	5	$	—	$	—
Warrant liabilities	$	—	$	—	$	3,538

(1) Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets.

Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities

At December 31, 2023 and 2022, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	As of December 31,
	2023	2022
Risk-free interest rate	3.8% - 4.1%	4.0%
Expected volatility	95.6% - 101.8%	106.2% - 107.1%
Stock price	$1.35	$3.30
Expected life (years)	2.5 - 5.0	3.6 - 5.4

Summary of Changes in Level 3 Liabilities

A summary of the changes in the Level 3 classified liabilities is presented below (in thousands):


	Warrant Liabilities			Derivative Liabilities
Balance at December 31, 2021	$	18,731		$	—
Recognition of new warrant liabilities		2,990			—
Change in fair value		(18,183	)		—
Balance at December 31, 2022	$	3,538		$	—
Recognition of new warrant liabilities		63,393			—
Recognition of derivative liabilities		—			18,984
Change in fair value		(26,097	)		3,915
Balance at December 31, 2023	$	40,834		$	22,899

Derivative Liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities

The fair value of the embedded derivatives as of December 31, 2023 was estimated using a binomial pricing model with the following inputs and assumptions:


		As of December 31,
		2023
Risk-free interest rate		3.8% - 4.3%
Expected volatility		84.3% - 95.7%
Stock price		$1.35
Discount Rate		28.7% - 28.9%

Stockholders' Equity - Schedule of Warrants Outstanding to Acquire Shares of its Common Stock (Details) - $ / shares	Dec. 31, 2023	Oct. 12, 2023	Oct. 10, 2023	Jun. 30, 2023	Nov. 30, 2022
Class Of Stock [Line Items]
Warrants issued	48,475,911	4,278,074	1,000,000	3,018,868	1,300,250
Warrants exercise price per share		$ 1.87	$ 1.93	$ 5.05
Related Party
Class Of Stock [Line Items]
Warrants issued	31,982,457
Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	16,493,454
N/A \| Related Party
Class Of Stock [Line Items]
Warrants issued	7,399,226
Warrants exercise price per share	$ 0.001
September 2026 \| Related Party
Class Of Stock [Line Items]
Warrants issued	16,634,507
Warrants exercise price per share	$ 3.01
May 2028 \| Related Party
Class Of Stock [Line Items]
Warrants issued	824,116
Warrants exercise price per share	$ 8.22
December 2028 \| Related Party
Class Of Stock [Line Items]
Warrants issued	2,085,372
Warrants exercise price per share	$ 5
December 2028 One \| Related Party
Class Of Stock [Line Items]
Warrants issued	5,039,236
Warrants exercise price per share	$ 5.5
February 2026 \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	69,930
Warrants exercise price per share	$ 171.5
June 2026 \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	3,018,868
Warrants exercise price per share	$ 5.05
August 2026 \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	452,635
Warrants exercise price per share	$ 25
April 2027 \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	826,816
Warrants exercise price per share	$ 1.87
April 2027 One \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	698,107
Warrants exercise price per share	$ 1.93
May 2028 One \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	1,074,916
Warrants exercise price per share	$ 8.22
December 2028 Two \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	7,352,941
Warrants exercise price per share	$ 1.36
December 2028 Three \| Non-Affiliates
Class Of Stock [Line Items]
Warrants issued	2,999,241
Warrants exercise price per share	$ 5

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash, cash equivalents and restricted cash	$ 15,211	$ 30,486
Income tax receivable	830	828
Prepaid expenses and other current assets	3,030	4,199
Current assets of disposal group held for sale	0	2,603
Total current assets	19,071	38,116
Property and equipment, net	1,156	1,654
Right-of-use assets	1,614	1,482
Other assets	3,302	6,201
Goodwill	6,072	6,072
Total assets	31,215	53,525
Current liabilities:
Accounts payable	2,843	3,606
Accrued expenses and other current liabilities	17,319	16,161
Warrant liabilities	40,834	3,538
Related party senior secured convertible notes, current portion	1,976	0
Total current liabilities	62,972	23,305
Convertible notes, net of unamortized discount of $259 and $4,914 as of December 31, 2023 and December 31,2022, respectively	9,966	127,811
Senior secured convertible notes, net of unamortized discount of $ 11,066 and $0 as of Devember 31, 2023 and December 31, 2022, respectively (Note 7)	14,591	0
Related party senior secured convertible notes net of unamortized discount of $7,951 and $0 as of December 31, 2023 and December 31, 2022, respectively (including future interest of $9,747and $0 as of December 31, 2023 and December 31, 2022, respectively) (Note 7)	19,179	0
Derivative liabilities	22,899	0
Other long-term liabilities	3,029	4,696
Total liabilities	132,636	155,812
Commitments and contingencies (Note 9)
Stockholders' deficit:
Common stock - $0.001 par value.164,000,000 shares authorized as of December 31,2023 and December 31,2022; 28,574,918 and 9,098,844 shares issued as of December 31,2023 and December 31,2022 respectively; 27,837,563 and 8,928,498 shares outstanding as of December 31,2023 and December 31,2022, respectively.	25	8
Additional paid-in capital	868,591	743,626
Accumulated deficit	(950,958)	(826,843)
Treasury stock - at cost; 737,355 and 170,346 shares of common stock as of December 31, 2023 and December 31, 2022, respectively	(19,079)	(19,078)
Total stockholders' deficit	(101,421)	(102,287)
Total liabilities and stockholders' deficit	$ 31,215	$ 53,525

Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2020

Debt Instrument [Line Items]

2028 Convertible Notes

$ 14,591

$ 0

Related party 2028 Convertible Notes

21,155

2025 Convertible Notes

9,966

127,811

2028 Convertible Notes

Debt Instrument [Line Items]

Face Value

23,500

Fair Value

^[1]

$ 14,846

Interest rate

11.00%

Effective Interest Rate

48.90%

2028 Convertible Notes | Minimum

Debt Instrument [Line Items]

Face Value

$ 5,000

Interest rate

11.00%

2028 Convertible Notes | Maximum

Debt Instrument [Line Items]

Interest rate

13.00%

Related party 2028 Convertible Notes

Debt Instrument [Line Items]

Face Value

$ 17,383

Fair Value

^[1]

$ 10,982

Effective Interest Rate

22.00%

Debt Instrument [Line Items]

Interest rate

11.00%

Debt Instrument [Line Items]

Interest rate

13.00%

2025 Convertible Notes

Debt Instrument [Line Items]

Face Value

$ 10,225

132,725

$ 168,500

2025 Convertible Notes

127,811

Fair Value

$ 5,984

^[1]

$ 71,790

^[2]

Interest rate

7.25%

Effective Interest Rate

8.70%

[1]

[2]

(2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Operating Segments

Assets Held for Sale and Discontinued Operations

Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 3.

Cash and Cash Equivalents including Concentration of Credit Risk

Restricted Cash

Restricted cash consists of collateral required for the Company's bank-issued credit cards with balances of $0.2 million and $0 as of December 31, 2023 and December 31, 2022, respectively.

Investments

Revenue Recognition

Embedded Derivatives Related to Convertible Notes

Property and Equipment, Net


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8

Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset.

Leases

Goodwill

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

Common Stock Warrant Liabilities

Repairs and Maintenance

The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred.

Research and Development

Selling, General and Administrative

Stock-Based Compensation

Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to pay dividends.

Net Loss Per Share

Income Taxes

Comprehensive Loss

The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss.

Emerging Growth Company Status

Recent Accounting Pronouncements Adopted