0000950170-24-060530 | 10-Q | XBRL Viewer

Print Document

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	Mar. 31, 2024	Dec. 31, 2023
Level 1 \| Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	$ 0	$ 0
Level 1 \| Embedded Derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	0	0
Level 2 \| Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	0	0
Level 2 \| Embedded Derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	0	0
Level 3 \| Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	27,208	40,834
Level 3 \| Embedded Derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	$ 26,210	$ 22,899

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2022	Jun. 14, 2023	Nov. 03, 2021	Feb. 28, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,539		$ 2,384
Weighted-average grant date fair value of options granted	$ 0.89	$ 2.8
Unrecognized compensation cost related to unvested stock options expected to be recognized amount	$ 5,700
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period	2 years 3 months 18 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period	3 years 7 months 6 days
Unrecognized compensation cost related to restricted stock options expected to be recognized amount	$ 9,000
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	4,834,832
Common stock shares reserved for future issuance				5,500,000
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

Strategic Transformation - Additional Information (Details) - USD ($)		3 Months Ended		12 Months Ended
	Oct. 06, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of building held for sale	$ 2,800,000
Expense incurred in sale of building	$ 200,000
Proceeds from sale of equity securities		$ 3,000,000	$ 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		$ 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
Proceeds from sale of equity securities		$ 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
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 stake, percentage					25.00%

Stockholders' Equity - Schedule of Warrants Outstanding to Acquire Shares of its Common Stock (Details) - $ / shares	Mar. 31, 2024	Oct. 12, 2023	Oct. 10, 2023	Jun. 30, 2023
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	51,178,041	4,278,074	1,000,000	3,018,868
Warrants exercise price per share		$ 1.87	$ 1.93	$ 5.05
Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	31,982,457
Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	19,195,584
Expiration Date Not Applicable [Member] \| Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	7,399,226
Warrants exercise price per share	$ 0.001
September 2026 \| Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	16,634,507
Warrants exercise price per share	$ 3.01
May 2028 \| Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	824,116
Warrants exercise price per share	$ 8.22
December 2028 \| Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,085,372
Warrants exercise price per share	$ 5
December 2028 One \| Related Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	5,039,236
Warrants exercise price per share	$ 5.5
February 2026 \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	69,930
Warrants exercise price per share	$ 171.5
June 2026 \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	3,018,868
Warrants exercise price per share	$ 5.05
August 2026 \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	452,635
Warrants exercise price per share	$ 25
April 2027 \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,378,687
Warrants exercise price per share	$ 1.87
April 2027 One \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	848,366
Warrants exercise price per share	$ 1.93
May 2028 One \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,074,916
Warrants exercise price per share	$ 8.22
December 2028 Two \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	7,352,941
Warrants exercise price per share	$ 1.36
December 2028 Three \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,999,241
Warrants exercise price per share	$ 5
March 2029 \| Nonrelated Party [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,000,000
Warrants exercise price per share	$ 2.75

Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 08, 2024	Dec. 31, 2023	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Cash and cash equivalents	$ 10,600
Restricted cash	200
Accumulated deficit	955,147			$ 950,958
Net loss	4,189	$ 17,441
Cash used in operating activities	12,496	$ 12,098
2028 Convertible Notes and Related Party 2028 Convertible Notes
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Face Value	$ 47,500
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	$ 4,600		$ 5,600	$ 10,225	$ 168,500
Interest rate	7.25%			7.25%	7.25%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurements - Summary of Changes in Warrant Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Derivative Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2023	$ 22,899
Recognition of derivative liabilities	3,729
Change in fair value	(418)
Balance at March 31, 2024	26,210
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2023	40,834
Recognition of warrant liabilities	1,351
Reclassification of warrant liabilities to equity	(1,062)
Expired warrants	(1,460)
Change in fair value	$ (12,455)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Balance at March 31, 2024	$ 27,208

Organization and Description of Business

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

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 injections 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., 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.

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 March 31, 2024, the Company had cash and cash equivalents of $10.6 million, restricted cash of $0.2 million and a working capital deficit. The Company had an accumulated deficit of $955.1 million as of March 31, 2024. For the three months ended March 31, 2024, the Company reported a net loss of $4.2 million and cash used in operating activities of $12.5 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 March 31, 2024, the Company had a face value of $47.5 million of 11.0%/13.0% convertible senior secured notes due 2028 ("2028 Convertible Notes") outstanding and a face value of $4.6 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 6). 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 condensed consolidated financial statements for the three months ended March 31, 2024, 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 condensed consolidated financial statements for the three months ended March 31, 2024.

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.

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

Schedule of Warrants Outstanding to Acquire Shares of its Common Stock

As of March 31, 2024, 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		1,378,687	$	1.87
April 2027		848,366	$	1.93
May 2028		1,074,916	$	8.22
December 2028		7,352,941	$	1.36
December 2028		2,999,241	$	5.00
March 2029		2,000,000	$	2.75
Non-affiliate Total		19,195,584
Total		51,178,041

Schedule of Shares Sold Under the ATM Sale Agreement

The following table provides information on the shares sold under the ATM Facility for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023
Net proceeds (in millions)	$	2.8	$	12.6
Number of shares		2,591,662		2,853,109
Weighted average purchase price	$	1.13	$	4.69

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands						1 Months Ended						3 Months Ended
	Jan. 31, 2024 USD ($) shares	Oct. 09, 2023 USD ($)	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 ($)	Nov. 30, 2021 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Apr. 03, 2024 $ / shares shares	Dec. 31, 2023 USD ($) shares	Oct. 12, 2023 $ / shares shares	Oct. 10, 2023 $ / shares shares	Sep. 18, 2023 USD ($)	Jan. 12, 2023 shares	Dec. 31, 2022 shares
Class Of Stock [Line Items]
Common stock authorized to issue													164,000,000			164,000,000
Shares issued, price per share \| $ / shares								$ 5.3
Proceeds from issuance of common stock, net \| $								$ 7,300					$ 2,800	$ 12,883
Adjusted common stock purchase warrant to purchase shares of common stock								3,018,868					51,178,041				4,278,074	1,000,000
Warrants exercise price per share \| $ / shares								$ 5.05									$ 1.87	$ 1.93
Date from which warrants are exercisable													Apr. 01, 2024
Common stock value subscriptions \| $						$ 9,900
Proceeds from issuance of common stock warrants \| $								$ 8,000				$ 5,500
Total issuance cost \| $								700
Gain loss on warrant liability \| $	$ 1,500					6,700		1,000
Reverse stock split description			On January 3, 2023, the Company effected the Reverse Stock Split of the Company's common stock.
Warrant liabilities \| $						$ 6,700							$ 27,208			$ 40,834			$ 35,100
Loss on extinguishment \| $													(185)	0
Number of vote per preferred stock held \| Vote					3,000
Loss on and change in fair value of warrant liabilities \| $													$ (13,915)	$ (864)
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
One Point Nine Three Per Share [Member]
Class Of Stock [Line Items]
Adjusted common stock purchase warrant to purchase shares of common stock	848,366
One Point Eight Seven Per Share [Member]
Class Of Stock [Line Items]
Adjusted common stock purchase warrant to purchase shares of common stock	1,378,687
Amended Warrants [Member]
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares															$ 1.1
Class of Warrant or Right, Outstanding															6,415,822
Series X Preferred Stock
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares					$ 0.001
Preferred stock, shares outstanding				136,961									136,961
Redeemable Preferred Stock
Class Of Stock [Line Items]
Stock redeemed or called during period, shares				86,210
Undesignated Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized													10,000,000
Amended March 2024 Offering
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares													$ 1.1
March 2024 Offering
Class Of Stock [Line Items]
Sale of stock closing date													Apr. 03, 2024
Securities Purchase Agreement
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares												$ 1.1
Adjusted common stock purchase warrant to purchase shares of common stock									90,000											90,000
Warrants exercise price per share \| $ / shares									$ 8.22
Date from which warrants are exercisable									May 09, 2023
Warrant liabilities \| $								$ 9,000
Sale Agreement
Class Of Stock [Line Items]
Common stock issued and sold													2,591,662	2,853,109
Proceeds from Sale of Equity \| $													$ 2,800	$ 12,600
Sale of stock weighted average purchase price \| $ / shares													$ 1.13	$ 4.69
Sale Agreement \| B Riley Securities, Inc [Member]
Class Of Stock [Line Items]
Rate of commission proposed for agents											3.00%
Aggregate offering price \| $		$ 37,600								$ 70,000	$ 90,000		$ 12,000
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						2,591,662	2,853,109
Warrants exercise price per share \| $ / shares							$ 3.01
Common Stock \| Maximum
Class Of Stock [Line Items]
Class of Warrant or Right, Outstanding							16,634,507
Common Stock \| Securities Purchase Agreement
Class Of Stock [Line Items]
Common stock issued and sold												5,454,548
Pre- funded Warrants
Class Of Stock [Line Items]
Adjusted common stock purchase warrant to purchase shares of common stock							7,399,226
Warrants exercise price per share \| $ / shares							$ 0.001
Private Placement \| Securities Purchase Agreement
Class Of Stock [Line Items]
Warrants exercise price per share \| $ / shares												$ 1.1
Private Placement \| Common Stock
Class Of Stock [Line Items]
Adjusted common stock purchase warrant to purchase shares of common stock												5,454,548

Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (remaining)	$ 771
2025	590
2026	264
2027	18
2028 and thereafter	0
Total minimum lease payments	1,643
Less: interest	$ (140)
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accrued Expenses And Other Liabilities Current
Present value of lease liabilities	$ 1,503

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. 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 three months ended March 31, 2024 and 2023.

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
March 31, 2024
Derivative liabilities	$	—	$	—	$	26,210
Warrant liabilities	$	—	$	—	$	27,208

December 31, 2023
Derivative liabilities	$	—	$	—	$	22,899
Warrant liabilities	$	—	$	—	$	40,834

The Company issued 2028 Convertible Notes (see Note 6) 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 March 31, 2024 and December 31, 2023 were estimated using a binomial pricing model with the following inputs and assumptions:


	March 31, 2024	December 31, 2023
Risk-free interest rate	4.2%	3.8% - 4.3%
Expected volatility	94.1%	84.3% - 95.7%
Stock price	$1.10	$1.35
Discount Rate	32.1%	28.7% - 28.9%

The Company’s Level 3 liabilities consist of the warrant liabilities resulting from equity financings (see Note 9) and the Convertible Note exchanges (see Note 6). The Company uses the Black-Scholes Model to value the 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 Level 3 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 March 31, 2024 and December 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	March 31, 2024	December 31, 2023
Risk-free interest rate	4.2% - 4.5%	3.8% - 4.1%
Expected volatility	89.9% - 95.2%	95.6% - 101.8%
Stock price	$1.10	$1.35
Expected life (years)	2.2 - 4.9	2.5 - 5.0

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


	Warrant Liabilities			Derivative Liabilities
Balance at December 31, 2023	$	40,834		$	22,899
Recognition of warrant liabilities		1,351			—
Reclassification of warrant liabilities to equity		(1,062	)		—
Expired warrants		(1,460	)		—
Recognition of derivative liabilities		—			3,729
Change in fair value		(12,455	)		(418	)
Balance at March 31, 2024	$	27,208		$	26,210

- 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

Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Parenthetical) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Derivative liabilities	$ 26,210	$ 22,899
2028 Convertible Notes
Debt Instrument [Line Items]
Derivative liabilities	26,200	22,900
Fair value	$ 49,800	$ 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

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Sep. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 1,539	$ 2,384
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	575	855
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 964	$ 1,529

Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	87,701,608	5,672,757
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	764,523	578,699
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	5,240,918	1,048,914
Common Stock Warrants and Pre-funded Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	51,178,041	2,421,597
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	30,518,126	1,623,547

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Oct. 12, 2023	Oct. 10, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jan. 31, 2023	Jan. 12, 2023	Nov. 30, 2022
Related Party Transaction [Line Items]
Common stock, shares outstanding	30,429,295	27,837,563
Warrants issued	51,178,041		4,278,074	1,000,000		3,018,868
Warrants exercise price per share			$ 1.87	$ 1.93		$ 5.05
Securities Purchase Agreement \| Maximum
Related Party Transaction [Line Items]
Common stock outstanding, percentage							5.00%
Securities Purchase Agreement
Related Party Transaction [Line Items]
Common stock outstanding, percentage										5.00%
Warrants issued								90,000	90,000
Warrants exercise price per share								$ 8.22
Exchange Warrant
Related Party Transaction [Line Items]
Warrants exercise price per share		$ 5.5
Common Stock
Related Party Transaction [Line Items]
Warrants exercise price per share					$ 3.01
Common Stock \| Maximum
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding					16,634,507
Additional Warrants
Related Party Transaction [Line Items]
Warrants issued		5,084,613
Warrants exercise price per share		$ 5
Pre- funded Warrants
Related Party Transaction [Line Items]
Warrants issued					7,399,226
Warrants exercise price per share					$ 0.001
Athyrium
Related Party Transaction [Line Items]
Common stock, shares outstanding	10,929,763
Common stock outstanding, percentage	35.90%
Athyrium \| Convertible Notes
Related Party Transaction [Line Items]
Aggregate principal amount of convertible notes	$ 17.4	$ 17.4
Athyrium \| Warrants \| Maximum
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding	24,583,231
Warrants exercise price per share	$ 8.22
Athyrium \| Warrants \| Minimum
Related Party Transaction [Line Items]
Warrants exercise price per share	$ 3.01
Athyrium \| Pre- funded Warrants
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding	7,399,226

Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 2,260	$ 2,443
Other current assets	169	587
Total	$ 2,429	$ 3,030

Convertible Notes

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Convertible Notes

6. Convertible Notes

The following table summarizes significant terms of the Company's Convertible Notes at March 31, 2024 (in thousands):


	March 31, 2024
	Face Value		Carrying Value		Fair Value (1)		Stated Interest Rate	Effective Interest Rate
2028 Convertible Notes	$	30,138	$	18,709	$	14,933	11-13%	18.4%
Related Party 2028 Convertible Notes	$	17,383	$	22,048	$	8,613	11-13%	3.0%
2025 Convertible Notes	$	4,600	$	4,497	$	2,690	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 $26.2 million, the 2028 Convertible Notes fair value using the with method is $49.8 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, 2023 (in thousands):


	December 31, 2023
	Face Value		Carrying Value		Fair Value (2)		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%

(2) 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 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 March 31, 2024 and December 31, 2023, the unamortized debt discount on the 2025 Convertible Notes was $0.1 million and $0.3 million, respectively. The amortization of the debt discount was less than $0.1 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively, and is included in interest expense, net in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the unamortized debt discount on the 2028 Convertible Notes was $21.1 million and $19.0 million, respectively. The amortization of the debt discount was $1.9 million for the three months ended March 31, 2024 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 (the “2025 Convertible Notes 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. The Company recognized interest expense on the 2025 Convertible Notes of $0.2 million and $2.4 million for the three months ended March 31, 2024 and 2023, 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 2025 Convertible Notes 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 2025 Convertible Notes Indenture). As of both March 31, 2024 and December 31, 2023, 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 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 2023 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 income (expense), net in the condensed consolidated statements of operations. Pursuant to Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging ("ASC") the Company deemed the September 2023 Warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The September 2023 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 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 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 these agreements, the Company has agreed to allow certain of the parties to designate one observer to the Company's Board of Directors (the "Board").

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 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 2023 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 and are exercisable at any time on or after June 19, 2024. Pursuant to ASC 815, the December 2023 Warrants are classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. In connection with the March 2024 Offering (as defined below), 2,322,059 of the December 2023 Warrants were amended to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants will not be exercisable until the Stockholder Approval Date (as defined below) and (iii) extend the original expiration date to be five years from the Stockholder Approval Date.

The December note exchange with one holder of 2025 Convertible Notes constitutes a troubled debt restructuring ("TDR") under ASC Topic 470, Debt ("ACS 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 2028 Convertible Notes. The December 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 during the fourth quarter of 2023.

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 pursuant to which the investor agreed 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. The warrants have an exercise price of $2.75 per share, are exercisable at any time on or after September 12, 2024 and expire on March 12, 2029. The 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 warrants are classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The exchange is considered a debt extinguishment under ASC 470. As a result, the Company recorded a loss on debt extinguishment of $0.2 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 the net carrying value of the 2025 Convertible Notes.

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 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. In March 2024 the maturity date of the Convertible Notes was extended to December 19, 2028. 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. The Company recognized interest expense on the 2028 Convertible Notes of $0.7 million for the three months ended March 31, 2024.

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 2028 Convertible Notes 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 2028 Convertible Notes 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 Convertible Notes 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, dated as of December 19, 2023, among the Company, the Guarantors party thereto and GLAS Trust Company LLC, as collateral agent (the "Security Agreement") 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 2028 Convertible Notes Indenture). As of both March 31, 2024 and 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 income (expense), net in the consolidated statement of operations.

- 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

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities:
Net Income (Loss)	$ (4,189)	$ (17,441)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	105	147
Stock-based compensation expense	1,539	2,384
Loss on extinguishment of convertible notes	185	0
Amortization of debt discount	1,939	374
Loss on disposal of property and equipment	10	9
Impairment of property and equipment	0	100
Change in fair value of derivative liabilities	(418)	0
Change in fair value of warrant liabilities	(13,915)	(864)
Changes in operating assets and liabilities:
Income tax receivable	8	0
Prepaid expenses and other current assets	728	772
Accounts payable	1,806	(184)
Accrued expenses and other current liabilities	(83)	3,057
Other long-term liabilities	(211)	(452)
Net cash used in operating activities	(12,496)	(12,098)
Investing Activities:
Purchases of property and equipment	(15)	(16)
Proceeds from sale of property and equipment	20	10
Proceeds from sale of investment in Enumera Molecular, Inc.	3,000	0
Net cash provided by (used in) investing activities	3,005	(6)
Financing Activities:
Proceeds from issuance of common stock	2,800	12,883
Proceeds from issuance of convertible notes, net	2,813	0
Payments of offering costs	(70)	(359)
Payments for financing of insurance premiums	(443)	(443)
Net cash provided by financing activities	5,100	12,081
Net decrease in cash, cash equivalents and restricted cash	(4,391)	(23)
Cash, cash equivalents and restricted cash at beginning of period	15,211	30,486
Cash, cash equivalents and restricted cash at end of period	10,820	30,463
Supplemental disclosure of cash flow information:
Cash paid for interest	78	0
Supplemental schedule of non-cash investing and financing activities:
Exchange of convertibles note for senior secured notes and warrants	5,625	0
Lease assets obtained in exchange for operating lease liabilities	0	1,133
Debt issuance costs incurred but not paid	314	0
Purchases of property and equipment in accounts payable	$ 107	$ 0

Income Taxes - Additional Information (Details)	3 Months Ended
Income Taxes - Additional Information (Details)	Mar. 31, 2024	Mar. 31, 2023
Income Tax [Line Items]
Effective tax rate	0.00%	0.00%
Maximum
Income Tax [Line Items]
Testing period for ownership change	3 years
Minimum
Income Tax [Line Items]
Percentage of shift in stock ownership to determine whether ownership change occurred	50.00%
Percentage of shareholders ownership	5.00%

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

7. Related Party Transactions

As of March 31, 2024 and December 31, 2023, Athyrium Capital Management, LP (“Athyrium”) held $17.4 million aggregate principal amount of 2028 Convertible Notes (see Note 6). Athyrium also held 10,929,763 shares, or 35.9%, 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 March 31, 2024.

In November 2022, the Company entered into a securities purchase agreement with an institutional investor. 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 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

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization expense	$ 105	$ 147

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2023.

The condensed consolidated financial statements and notes thereto give retrospective effect 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 condensed 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.

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. The balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements.

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, 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.

Restricted Cash

Restricted cash consists of collateral required for the Company's bank-issued credit cards with a balance of $0.2 million as of both March 31, 2024 and December 31, 2023.

Recent Accounting Pronouncements Adopted

In August 2020, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("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 standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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.

Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liability (Details)	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share Price	$ 1.1	$ 1.35
Level 3 \| Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share Price	$ 1.1	$ 1.35
Level 3 \| Warrant Liability \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected life (years)	2 years 2 months 12 days	2 years 6 months
Level 3 \| Warrant Liability \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected life (years)	4 years 10 months 24 days	5 years
Risk-free interest rate \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	0.42
Risk-free interest rate \| Minimum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		0.38
Risk-free interest rate \| Maximum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		0.43
Risk-free interest rate \| Level 3 \| Warrant Liability \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.42	0.38
Risk-free interest rate \| Level 3 \| Warrant Liability \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.45	0.41
Expected volatility \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	9.41
Expected volatility \| Minimum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		8.43
Expected volatility \| Maximum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		9.57
Expected volatility \| Level 3 \| Warrant Liability \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	8.99	9.56
Expected volatility \| Level 3 \| Warrant Liability \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	9.52	10.18
Measurement Input Discount Rate \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range	3.21
Measurement Input Discount Rate \| Minimum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		2.87
Measurement Input Discount Rate \| Maximum \| Derivative Financial Instruments Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value of embedded derivative liability range		2.89

Commitments and Contingencies - Additional Information (Details)			3 Months Ended		24 Months Ended
	Dec. 22, 2020 Case	Dec. 03, 2020 Case	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jul. 23, 2022	Jul. 01, 2024 USD ($)	Jul. 21, 2020 State
Commitment And Contingencies [Line Items]
cash paid for operating leases			$ 300,000	$ 400,000
Number of states participating in settlement \| State							45
Payments for settlements related to agreement			2,800,000	$ 0
Payor Recoupment			1,100,000
Number of actions pending \| Case	2	2
Litigation expense			1,000,000
Forecast
Commitment And Contingencies [Line Items]
Contractual obligation remaining payment						$ 2,600,000
Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance			$ 2,600,000
SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Interest rate					1.25%

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

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


	Three Months Ended March 31,
	2024		2023
Operating lease costs	$	235	$	384

Supplemental Weighted-Average Information Related to Operating Leases

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


	March 31,
	2024			2023
Weighted-average remaining lease term (years)		2.0			2.5
Weighted-average discount rate		9.6	%		9.4	%

Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases

As of March 31, 2024, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2024 (remaining)	$	771
2025		590
2026		264
2027		18
2028 and thereafter		—
Total minimum lease payments		1,643
Less: interest		(140	)
Present value of lease liabilities	$	1,503

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

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):


	March 31, 2024		December 31, 2023
Prepaid expenses	$	2,260	$	2,443
Other current assets		169		587
Total	$	2,429	$	3,030

Summary of Property and Equipment, Net

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


	March 31, 2024			December 31, 2023
Computers and software	$	1,189		$	1,193
Building and leasehold improvements		852			803
Laboratory equipment		430			423
Furniture, fixtures, and office equipment		799			799
Construction in progress		49			45
Total property and equipment		3,319			3,263
Less accumulated depreciation and amortization		(2,183	)		(2,107	)
Property and equipment, net	$	1,136		$	1,156

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Investment in Enumera	$	—	$	3,000
Other		293		302
Total	$	293	$	3,302

Summary of Accrued Expenses and Other Current Liabilities

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


	March 31, 2024		December 31, 2023
Accrual for reimbursement claims and legal settlements, current (1)	$	3,572	$	6,337
Commissions and bonuses		3,146		2,469
Vacation and payroll benefits		1,442		1,367
Accrued professional services (2)		4,123		2,914
Accrued interest		1,058		173
Lease liabilities, current		920		896
Insurance financing		606		401
Contract liabilities		—		542
Other (3)		2,117		2,220
Total	$	16,984	$	17,319

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

(2) The Company has entered into an alternative fee arrangement with a professional services firm related to certain litigation matters; amounts related to the arrangement are included in accrued professional services. Depending on the ultimate outcome of such litigation, the fees could be materially higher than what has been accrued.

(3) 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):


	March 31, 2024		December 31, 2023
Lease liabilities, net of current portion		583		818
Other (1)		2,000		2,211
Total	$	2,583	$	3,029

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

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other	$ 293	$ 302
Total	293	3,302
Enumera Molecular Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in Enumera	$ 0	$ 3,000

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

4. Balance Sheet Components

Prepaid Expenses and Other Current Assets

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


	March 31, 2024		December 31, 2023
Prepaid expenses	$	2,260	$	2,443
Other current assets		169		587
Total	$	2,429	$	3,030

Property and Equipment, Net

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


	March 31, 2024			December 31, 2023
Computers and software	$	1,189		$	1,193
Building and leasehold improvements		852			803
Laboratory equipment		430			423
Furniture, fixtures, and office equipment		799			799
Construction in progress		49			45
Total property and equipment		3,319			3,263
Less accumulated depreciation and amortization		(2,183	)		(2,107	)
Property and equipment, net	$	1,136		$	1,156

Depreciation and amortization expense was $0.1 million for each of the three months ended March 31, 2024 and 2023.

Other Assets

Other assets consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Investment in Enumera	$	—	$	3,000
Other		293		302
Total	$	293	$	3,302

Accrued Expenses and Other Current Liabilities

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


	March 31, 2024		December 31, 2023
Accrual for reimbursement claims and legal settlements, current (1)	$	3,572	$	6,337
Commissions and bonuses		3,146		2,469
Vacation and payroll benefits		1,442		1,367
Accrued professional services (2)		4,123		2,914
Accrued interest		1,058		173
Lease liabilities, current		920		896
Insurance financing		606		401
Contract liabilities		—		542
Other (3)		2,117		2,220
Total	$	16,984	$	17,319

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

(3) 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):


	March 31, 2024		December 31, 2023
Lease liabilities, net of current portion		583		818
Other (1)		2,000		2,211
Total	$	2,583	$	3,029

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

Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 08, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Mar. 31, 2024 USD ($) Warrants TradingDays $ / shares shares	Mar. 31, 2023 USD ($) shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares 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]
Interest expense					$ 2,757	$ 2,680
Issuance of common stock upon conversion of debt			$ 50,000
Warrants issued \| shares					51,178,041					4,278,074	1,000,000		3,018,868
Class Of warrant or right, period for warrants or rights exercisable							after September 18, 2023 until September 18, 2026
Warrants exercise price per share \| $ / shares										$ 1.87	$ 1.93		$ 5.05
Date from which warrants are exercisable					Apr. 01, 2024
Restructuring gain								$ 25,500
Future interest payments included in restructured senior secured convertible notes								11,700
Loss on extinguishment					$ (185)	0
Inducement loss on convertible notes			$ 53,200
Warrant liabilities		$ 40,834			27,208			40,834	$ 6,700			$ 35,100
Amortization of debt discount					$ 1,939	$ 374
Note Purchase Agreements
Debt Instrument [Line Items]
Warrants issued \| shares	2,000,000
Warrants exercise price per share \| $ / shares	$ 2.75
Date from which warrants are exercisable	Sep. 12, 2024
Warrants maturity date	Mar. 12, 2029
Convertible Notes
Debt Instrument [Line Items]
Loss on extinguishment	$ 200							$ 6,400
Maximum
Debt Instrument [Line Items]
Beneficial ownership, Limitation to exercise warrants percentage							49.90%
Common Stock
Debt Instrument [Line Items]
Issuance of stock, net, shares \| shares			9,235,281		2,591,662	2,853,109
Warrants exercise price per share \| $ / shares			$ 3.01				$ 3.01
Common Stock \| Maximum
Debt Instrument [Line Items]
Class of Warrant or Right, Outstanding \| shares			16,634,507				16,634,507
Common Stock \| Note Exchange Agreements
Debt Instrument [Line Items]
Issuance of stock, net, shares \| shares		625,000
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
Exchange Warrant
Debt Instrument [Line Items]
Warrants exercise price per share \| $ / shares		$ 5.5						$ 5.5
Exchange Warrant \| Note Exchange Agreements \| Maximum
Debt Instrument [Line Items]
Class of Warrant or Right, Outstanding \| shares		5,039,236						5,039,236
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
December 2023 Warrants
Debt Instrument [Line Items]
Warrants exercise price per share \| $ / shares					$ 1.1
Amendment of warrants description					In connection with the March 2024 Offering (as defined below), 2,322,059 of the December 2023 Warrants were amended to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants will not be exercisable until the Stockholder Approval Date (as defined below) and (iii) extend the original expiration date to be five years from the Stockholder Approval Date.
Number of warrants amended \| Warrants					2,322,059
Warrants expire term					5 years
7.25% Convertible Senior Notes due 2025
Debt Instrument [Line Items]
Principal amount	5,600	$ 10,225		$ 168,500	$ 4,600			$ 10,225
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
Interest expense					$ 200	$ 2,400
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 2025 Convertible Notes Indenture).
Unamortized discount		$ 300			$ 100			$ 300
7.25% Convertible Senior Notes due 2025 \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount					100	$ 400
7.25% Convertible Senior Notes due 2025 \| Note Exchange Agreements
Debt Instrument [Line Items]
Principal amount		72,500						72,500
2028 Convertible Notes
Debt Instrument [Line Items]
Principal amount	3,800	23,500			$ 30,138			23,500
Debt instrument, annual interest rate					11.00%
Paid in kind interest rate					13.00%
Debt instrument, issuance date					Dec. 19, 2023
Debt instrument due date					Dec. 19, 2028
Debt instrument, initial payment date					Jun. 01, 2024
Interest expense					$ 700
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
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
Minimum liquidity requirement/Covenant					$ 4,000
Events of default, description					The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the 2028 Convertible Notes Indenture).
Unamortized discount		19,000			$ 21,100			19,000
2028 Convertible Notes \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount					1,900
2028 Convertible Notes \| Note Purchase Agreements
Debt Instrument [Line Items]
Principal amount	$ 2,800	$ 17,000						$ 17,000
2028 Convertible Notes \| Minimum
Debt Instrument [Line Items]
Principal amount					$ 5,000
Debt instrument, annual interest rate		11.00%			11.00%			11.00%
2028 Convertible Notes \| Maximum
Debt Instrument [Line Items]
Debt instrument, annual interest rate		13.00%			13.00%			13.00%
2028 Convertible Notes \| Note Exchange Agreements
Debt Instrument [Line Items]
Principal amount		$ 23,900						$ 23,900

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 542	$ 2
Operating expenses:
Research and development	7,005	7,190
Selling, general and administrative	9,053	8,356
Total operating expenses	16,058	15,546
Loss from operations	(15,516)	(15,544)
Interest expense, net	(2,757)	(2,680)
Gain on warrant liabilities	13,915	864
Other income (expense), net	217	(81)
Loss before income taxes	(4,141)	(17,441)
Income tax expense	48	0
Net loss	$ (4,189)	$ (17,441)
Net loss per share, basic	$ (0.14)	$ (1.59)
Net loss per share, diluted	$ (0.14)	$ (1.59)
Weighted average shares outstanding, basic	29,296,767	10,970,583
Weighted average shares outstanding, diluted	29,296,767	10,970,583

Convertible Notes (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 (in thousands):


	March 31, 2024
	Face Value		Carrying Value		Fair Value (1)		Stated Interest Rate	Effective Interest Rate
2028 Convertible Notes	$	30,138	$	18,709	$	14,933	11-13%	18.4%
Related Party 2028 Convertible Notes	$	17,383	$	22,048	$	8,613	11-13%	3.0%
2025 Convertible Notes	$	4,600	$	4,497	$	2,690	7.25%	8.7%

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 (2)		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%

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2023. The condensed consolidated financial statements and notes thereto give retrospective effect 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 condensed 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.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. The balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements.
Use of Estimates	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, 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.
Restricted Cash	Restricted Cash Restricted cash consists of collateral required for the Company's bank-issued credit cards with a balance of $0.2 million as of both March 31, 2024 and December 31, 2023.
Recent Accounting Pronouncements Adopted	Recent Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("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 standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted 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.

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

Mar. 31, 2024

Mar. 08, 2024

Dec. 31, 2023

Dec. 31, 2020

Debt Instrument [Line Items]

2028 Convertible Notes

$ 18,709

$ 14,591

Related Party 2028 Convertible Notes

22,048

21,155

2025 Convertible Notes

4,497

9,966

2028 Convertible Notes

Debt Instrument [Line Items]

Face Value

30,138

$ 3,800

23,500

Fair Value

$ 14,933

^[1]

$ 14,846

^[2]

Interest rate

11.00%

Effective Interest Rate

18.40%

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

$ 8,613

^[1]

$ 10,982

^[2]

Effective Interest Rate

3.00%

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

$ 4,600

$ 5,600

$ 10,225

$ 168,500

Fair Value

$ 2,690

^[1]

$ 5,984

^[2]

Interest rate

7.25%

Effective Interest Rate

8.70%

[1]

[2]

Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Lease liabilities, net of current portion

$ 583

$ 818

Other

^[1]

2,000

2,211

Total

$ 2,583

$ 3,029

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

Strategic Transformation

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Strategic Transformation

3. Strategic Transformation

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 legacy genetics laboratory and the sale of Avero, together referred to as the "Laboratory Operations".

Assets Held for Sale

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 and incurred closing expenses of $0.2 million. There are no assets held for sale as of March 31, 2024 or December 31, 2023.

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. On the transaction date, the Company received a 25% minority ownership stake, 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 Company determined the fair value was less than carrying value as of December 31, 2023 based on negative cash flows from operations and for the year ended December 31, 2023 recorded a $3.0 million impairment loss on its investment. The investment is included in other assets in the Company’s condensed consolidated balance sheets as of December 31, 2023. In March 2024, the Company entered into a stock purchase agreement with Enumera investors, pursuant to which it sold its remaining investment 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.

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Jan. 03, 2023	Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Common Stock, Shares Authorized	164,000,000	164,000,000
Restricted cash collateral for credit cards	$ 0.2	$ 0.2
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				350,000,000
Minimum
Summary Of Significant Accounting Policies [Line Items]
Common Stock, Shares Authorized			164,000,000

- Definition

Indicates (true false) whether accounting standards update was adopted.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 50
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147477123/405-50-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482477/820-10-65-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482477/820-10-65-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 832
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483482/832-10-65-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479845/805-20-65-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479845/805-20-65-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479832/842-10-65-5

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479832/842-10-65-5

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479832/842-10-65-5

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483550/848-10-65-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 8
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482615/740-10-65-8

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-5

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482833/825-10-65-5

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-2

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
-Paragraph 3
-Subparagraph (a)
-SubTopic 10
-Topic 326
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-3

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
-Paragraph 3
-Subparagraph (b)
-SubTopic 10
-Topic 326
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-3

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (a)
-SubTopic 10
-Topic 842
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479832/842-10-65-4

+ Details

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, management estimates the annual effective tax rate and applies such rate to the Company’s ordinary quarterly earnings to calculate income tax expense related to ordinary income. The Company's effective tax rate was zero for both the three months ended March 31, 2024 and 2023. The tax effects of items significant, unusual and infrequent in nature are discretely calculated and recognized in the period during which they occur.

The Company’s net operating loss carryforwards and research and development expenditure credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if the Company experiences an ownership change within the meaning of such Code sections. In general, an ownership change, as defined by Sections 382 and 383 of the Code, occurs when there is a 50 percentage points or more shift in ownership, consisting of shareholders owning more than 5% in the Company, occurring within a three-year testing period. The Company performed a formal study through the date of the IPO and determined future utilization of tax attribute carryforwards were not limited per Section 382 of the Internal Revenue Code. The Company has not updated its Section 382 study since the IPO offering in 2020. However, because the Company has raised and expects to continue to raise significant amounts of equity, the Company expects that Section 382 will 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.

- 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

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash, cash equivalents and restricted cash	$ 10,820	$ 15,211
Income tax receivable	822	830
Prepaid expenses and other current assets	2,429	3,030
Total current assets	14,071	19,071
Property and equipment, net	1,136	1,156
Right-of-use assets	1,418	1,614
Other assets	293	3,302
Goodwill	6,072	6,072
Total assets	22,990	31,215
Current liabilities:
Accounts payable	4,936	2,843
Accrued expenses and other current liabilities	16,984	17,319
Warrant liabilities	27,208	40,834
Related party senior secured convertible notes, current portion	1,976	1,976
Total current liabilities	51,104	62,972
Convertible notes, net of unamortized discount of $103 and $259 as of March 31,2024 and December 31, 2023, respectively	4,497	9,966
Senior secured convertible notes, net of unamortized discount of $ 13,992 and $11,066 as of March 31, 2024 and December 31, 2023, respectively (Note 6)	18,709	14,591
Related party senior secured convertible notes net of unamortized discount of $7,058 and $7,951 as of March 31, 2024 and December 31, 2023, respectively (including future interest of $9,747 and $9,747 as of March 31, 2024 and December 31, 2023, respectively) (Note 6)	20,072	19,179
Derivative liabilities	26,210	22,899
Other long-term liabilities	2,583	3,029
Total liabilities	123,175	132,636
Commitments and contingencies (Note 8)
Stockholders' deficit:
Common stock - $0.001 par value. 164,000,000 shares authorized;31,166,719 and 28,574,918 shares issued as of March 31, 2024 and December 31, 2023, repectively; 30,429,295 and 27,837,563 shares outstanding as of March 31, 2024 and December 31, 2023, respectively	28	25
Additional paid-in capital	874,013	868,591
Accumulated deficit	(955,147)	(950,958)
Treasury stock - at cost; 737,424 and 737,355 shares as of March 31, 2024 and December 31, 2023, respectively	(19,079)	(19,079)
Total stockholders' deficit	(100,185)	(101,421)
Total liabilities and stockholders' deficit	$ 22,990	$ 31,215

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net 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:


	March 31, 2024		March 31, 2023
Stock options to purchase common stock		764,523		578,699
Restricted stock units		5,240,918		1,048,914
Common stock warrants and pre-funded warrants		51,178,041		2,421,597
Common stock issuable upon conversion of Convertible Notes		30,518,126		1,623,547
Total		87,701,608		5,672,757

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock
Beginning Balance at Dec. 31, 2022	$ (102,287)	$ 8	$ 743,626	$ (826,843)	$ (19,078)
Beginning Balance, shares at Dec. 31, 2022		9,098,844			(170,346)
Issuance of stock, net	12,524	$ 3	12,521
Issuance of stock, net, shares		2,853,109
Issuance of common stock upon vesting of restricted stock units	(178)		(178)
Issuance of common stock upon vesting of restricted stock units, shares		146,321			(68,938)
Stock-based compensation expense	2,384		2,384
Net Income (Loss)	(17,441)			(17,441)
Ending Balance at Mar. 31, 2023	(104,998)	$ 11	758,353	(844,284)	$ (19,078)
Ending Balance, shares at Mar. 31, 2023		12,098,274			(239,284)
Beginning Balance at Dec. 31, 2023	(101,421)	$ 25	868,591	(950,958)	$ (19,079)
Beginning Balance, shares at Dec. 31, 2023		28,574,918			(737,355)
Issuance of stock, net	2,824	$ 3	2,821
Issuance of stock, net, shares		2,591,662
Issuance of common stock upon vesting of restricted stock units, shares		139			(69)
Issuance of common stock warrants	1,062		1,062
Stock-based compensation expense	1,539		1,539
Net Income (Loss)	(4,189)			(4,189)
Ending Balance at Mar. 31, 2024	$ (100,185)	$ 28	$ 874,013	$ (955,147)	$ (19,079)
Ending Balance, shares at Mar. 31, 2024		31,166,719			(737,424)

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-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 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-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 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 08, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	Biora Therapeutics, Inc.
Entity Central Index Key	0001580063
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		35,883,843
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 Quarterly 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

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	2,537,357
Number of Shares, Granted \| shares	2,733,000
Number of Shares, Vested \| shares	(139)
Number of Shares, Forfeited/cancelled \| shares	(29,300)
Number of Shares, Ending Balance \| shares	5,240,918
Weighted Average Grant Date Fair Value beginning of period \| $ / shares	$ 3.31
Weighted Average Grant Date Fair Value, Granted \| $ / shares	0.81
Weighted Average Grant Date Fair Value, Vested \| $ / shares	78.56
Weighted Average Grant Date Fair Value, Forfeited/cancelled \| $ / shares	3.14
Weighted Average Grant Date Fair Value end of period \| $ / shares	$ 2

Commitments and Contingencies - Supplemental weighted-average information related to operating leases (Details)	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (years)	2 years	2 years 6 months
Weighted-average discount rate	9.60%	9.40%

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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


	March 31, 2024		March 31, 2023
Stock options to purchase common stock		764,523		578,699
Restricted stock units		5,240,918		1,048,914
Common stock warrants and pre-funded warrants		51,178,041		2,421,597
Common stock issuable upon conversion of Convertible Notes		30,518,126		1,623,547
Total		87,701,608		5,672,757

Stockholders' Equity - Schedule of Shares Sold Under the ATM Sale Agreement (Details) - Sale Agreement - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class of Stock [Line Items]
Net proceeds (in millions)	$ 2.8	$ 12.6
Number of shares	2,591,662	2,853,109
Weighted average purchase price	$ 1.13	$ 4.69

- 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

Commitments and Contingencies - components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 235	$ 384

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

10. 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 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 March 31, 2024 there were 4,834,832 shares available for issuance under the 2018 Fifth Amended Plan.

On November 3, 2021, the Board 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 March 31, 2024, 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 Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the three months ended March 31, 2024:


	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2023		763,012		$	36.23
Options granted		3,200		$	1.12
Options exercised		—		$	—
Options forfeited/cancelled		(1,689	)	$	36.79
Balance at March 31, 2024		764,523		$	36.09		7.7	$	—
Vested and expected to vest at March 31, 2024		764,523		$	36.09		7.7	$	—
Vested and exercisable at March 31, 2024		299,736		$	64.14		7.1	$	—

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 three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024	2023
Risk-free interest rate	4.3%	3.6%
Expected volatility	95.4%	101.3% - 102.3%
Expected dividend yield	―	―
Expected life (years)	6.3 years	6.3 years

The weighted-average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $0.89 per option and $2.80 per option, respectively.

Restricted Stock Units

The following table summarizes RSU activity for the three months ended March 31, 2024:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2023		2,537,357		$	3.31
Granted		2,733,000		$	0.81
Vested		(139	)	$	78.56
Forfeited/cancelled		(29,300	)	$	3.14
Balance at March 31, 2024		5,240,918		$	2.00

Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2024		2023
Research and development		575		855
Selling, general and administrative		964		1,529
Total stock-based compensation expense	$	1,539	$	2,384

At March 31, 2024 there was $5.7 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.3 years and $9.0 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 (Tables)

3 Months Ended

Mar. 31, 2024

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
March 31, 2024
Derivative liabilities	$	—	$	—	$	26,210
Warrant liabilities	$	—	$	—	$	27,208

December 31, 2023
Derivative liabilities	$	—	$	—	$	22,899
Warrant liabilities	$	—	$	—	$	40,834

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

At March 31, 2024 and December 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	March 31, 2024	December 31, 2023
Risk-free interest rate	4.2% - 4.5%	3.8% - 4.1%
Expected volatility	89.9% - 95.2%	95.6% - 101.8%
Stock price	$1.10	$1.35
Expected life (years)	2.2 - 4.9	2.5 - 5.0

Summary of Changes in Warrant 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, 2023	$	40,834		$	22,899
Recognition of warrant liabilities		1,351			—
Reclassification of warrant liabilities to equity		(1,062	)		—
Expired warrants		(1,460	)		—
Recognition of derivative liabilities		—			3,729
Change in fair value		(12,455	)		(418	)
Balance at March 31, 2024	$	27,208		$	26,210

Derivative Financial Instruments Liabilities [Member]

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 Liability

The fair value of the embedded derivatives as of March 31, 2024 and December 31, 2023 were estimated using a binomial pricing model with the following inputs and assumptions:


	March 31, 2024	December 31, 2023
Risk-free interest rate	4.2%	3.8% - 4.3%
Expected volatility	94.1%	84.3% - 95.7%
Stock price	$1.10	$1.35
Discount Rate	32.1%	28.7% - 28.9%

Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,319	$ 3,263
Less accumulated depreciation and amortization	(2,183)	(2,107)
Property and equipment, net	1,136	1,156
Computers and Software
Property, Plant and Equipment [Line Items]
Total property and equipment	1,189	1,193
Building and Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	852	803
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	430	423
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	799	799
Construction in Progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 49	$ 45

Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Stock Options Outstanding Balance at December 31, 2023 \| shares	763,012
Stock Options Outstanding Options granted \| shares	3,200
Stock Options Outstanding Options exercised \| shares	0
Stock Options Outstanding Options forfeited/cancelled \| shares	(1,689)
Stock Options Outstanding Balance at March 31, 2024 \| shares	764,523
Stock Options Outstanding Vested and expected to vest at March 31, 2024 \| shares	764,523
Stock Options Outstanding Vested and exercisable at March 31, 2024 \| shares	299,736
Weighted-Average Exercise Price Balance at December 31, 2023 \| $ / shares	$ 36.23
Weighted-Average Exercise Price Options granted \| $ / shares	1.12
Weighted-Average Exercise Price Options exercised \| $ / shares	0
Weighted-Average Exercise Price Options forfeited/cancelled \| $ / shares	36.79
Weighted-Average Exercise Price Balance at March 31, 2024 \| $ / shares	36.09
Weighted-Average Exercise Price Vested and expected to vest at March 31, 2024 \| $ / shares	36.09
Weighted-Average Exercise Price Vested and exercisable at March 31, 2024 \| $ / shares	$ 64.14
Weighted-Average Remaining Contractual Term (in years) Balance at March 31, 2024	7 years 8 months 12 days
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at March 31, 2024	7 years 8 months 12 days
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at March 31, 2024	7 years 1 month 6 days
Aggregate Intrinsic Value Balance at March 31, 2024 \| $	$ 0
Aggregate Intrinsic Value Vested and expected to vest at March 31, 2024 \| $	0
Aggregate Intrinsic Value Vested and exercisable at March 31, 2024 \| $	$ 0

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

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, 2023		763,012		$	36.23
Options granted		3,200		$	1.12
Options exercised		—		$	—
Options forfeited/cancelled		(1,689	)	$	36.79
Balance at March 31, 2024		764,523		$	36.09		7.7	$	—
Vested and expected to vest at March 31, 2024		764,523		$	36.09		7.7	$	—
Vested and exercisable at March 31, 2024		299,736		$	64.14		7.1	$	—

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 three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024	2023
Risk-free interest rate	4.3%	3.6%
Expected volatility	95.4%	101.3% - 102.3%
Expected dividend yield	―	―
Expected life (years)	6.3 years	6.3 years

Summary of Restricted Stock Units Activity

The following table summarizes RSU activity for the three months ended March 31, 2024:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2023		2,537,357		$	3.31
Granted		2,733,000		$	0.81
Vested		(139	)	$	78.56
Forfeited/cancelled		(29,300	)	$	3.14
Balance at March 31, 2024		5,240,918		$	2.00

Schedule of Stock-based Compensation Expense

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


	Three Months Ended March 31,
	2024		2023
Research and development		575		855
Selling, general and administrative		964		1,529
Total stock-based compensation expense	$	1,539	$	2,384

Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.30%	3.60%
Expected volatility	95.40%
Expected volatility, minimum		101.30%
Expected volatility, maximum		102.30%
Expected dividend yield	0.00%	0.00%
Expected life (years)	6 years 3 months 18 days	6 years 3 months 18 days

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

9. Stockholders’ Equity

Common Stock

On January 3, 2023, the Company effected the Reverse Stock Split of the Company's common stock. The Reverse Stock Split, which has been retroactively reflected throughout the condensed 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 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 securities purchase agreement related to the registered direct offering completed in November 2022. The warrants have an exercise price of $8.22 and were exercisable beginning on May 9, 2023. In connection with the March 2024 Offering (as defined below), the warrants were amended to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants will not be exercisable until the Stockholder Approval Date (as defined below) and (iii) extend the original expiration date to be five years from the Stockholder Approval 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.

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. At issuance, the warrants had an exercise price of $5.05 per share and were exercisable at any time. The Company received approximately $7.3 million in net proceeds, after deducting placement agent fees and offering expenses. In connection with the March 2024 Offering (as defined below), the warrants were amended to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants will not be exercisable until the Stockholder Approval Date (as defined below) and (iii) extend the original expiration date to be five years from the Stockholder Approval 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 $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. On January 31, 2024, warrants to purchase 848,366 shares and 1,378,687 shares, respectively, of the Company's common stock vested and were reclassified to equity on the vesting termination date, the remaining warrants expired and the Company recognized a gain of $1.5 million included in gain on warrant liabilities on the consolidated statements of operations.

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 and (2) the issuance of unregistered warrants to purchase up to 5,454,548 shares of the Company's common stock with an exercise price of $1.10 to certain accredited investors in a concurrent private placement (collectively, the "March 2024 Offering"). The March 2024 Offering closed and was recorded on April 3, 2024, subsequent to the end of the quarter. The Company received net proceeds of $5.5 million after deducting placement agent fees and offering expenses. In connection with the March 2024 Offering, the Company also agreed to amend an aggregate of 6,415,822 outstanding warrants held by purchasers in the offering to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants will not be exercisable until the Company receives approval from its stockholders with respect to the issuance of shares of common stock issuable upon exercise of the amended warrants (the “Stockholder Approval Date”) and (iii) extend the original expiration date to be five years from the Stockholder Approval Date.

Common Stock Warrants

As of March 31, 2024, 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		1,378,687	$	1.87
April 2027		848,366	$	1.93
May 2028		1,074,916	$	8.22
December 2028		7,352,941	$	1.36
December 2028		2,999,241	$	5.00
March 2029		2,000,000	$	2.75
Non-affiliate Total		19,195,584
Total		51,178,041

At-The-Market Sales Agreement and Offering

In November 2021, the Company entered into an At Market Issuance Sales 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 (the "ATM Facility"). In connection with the registered direct offering in November 2022, the aggregate offering 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 Facility. The following table provides information on the shares sold under the ATM Facility for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023
Net proceeds (in millions)	$	2.8	$	12.6
Number of shares		2,591,662		2,853,109
Weighted average purchase price	$	1.13	$	4.69

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 Delaware Secretary of State, which, effective immediately upon filing, eliminated all matters set forth in the Certificate of Designation of Series X Preferred Stock filed with the Delaware Secretary of State 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

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

Mar. 31, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrual for reimbursement claims and legal settlements, current

^[1]

$ 3,572

$ 6,337

Commissions and bonuses

3,146

2,469

Vacation and payroll benefits

1,442

1,367

Accrued professional services

^[2]

4,123

2,914

Accrued interest

1,058

173

Lease liabilities, current

920

896

Insurance financing

606

401

Contract liabilities

542

Other

^[3]

2,117

2,220

Total

$ 16,984

$ 17,319

[1]	Laboratory Operations have been discontinued; amounts related to revenue reserves generated from the Laboratory Operations
[2]	The Company has entered into an alternative fee arrangement with a professional services firm related to certain litigation matters; amounts related to the arrangement are included in accrued professional services. Depending on the ultimate outcome of such litigation, the fees could be materially higher than what has been accrued.
[3]	Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021.

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	164,000,000	164,000,000
Common stock, shares issued	31,166,719	28,574,918
Common stock, shares outstanding	30,429,295	27,837,563
Treasury stock, at cost shares	737,424	737,355
Convertible Notes
Unamortized discount	$ 103	$ 259
Senior Secured Convertible Notes
Unamortized discount	13,992	11,066
Related Party Senior Secured Convertible Notes
Unamortized discount	7,058	7,951
Future interest	$ 9,747	$ 9,747

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,189)	$ (17,441)

- Definition

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

+ References

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Operating Leases

The Company has entered into various noncancelable 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. Cash paid for operating leases was $0.3 million and $0.4 million for the

three months ended March 31, 2024 and 2023, respectively.

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


	Three Months Ended March 31,
	2024		2023
Operating lease costs	$	235	$	384

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


	March 31,
	2024			2023
Weighted-average remaining lease term (years)		2.0			2.5
Weighted-average discount rate		9.6	%		9.4	%

As of March 31, 2024, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2024 (remaining)	$	771
2025		590
2026		264
2027		18
2028 and thereafter		—
Total minimum lease payments		1,643
Less: interest		(140	)
Present value of lease liabilities	$	1,503

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.

Government Investigations Settlements

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. The Company did not make any payments during the three months ended March 31, 2023. The Company paid $2.8 million during the three months ended March 31, 2024. The remaining amount payable of $2.6 million is due on or before July 1, 2024, and is subject to interest at a rate of 1.25% per annum. Any or all amounts may be paid earlier at the option of the Company. As of March 31, 2024, the Company’s accrual consisted of $2.6 million in accrued expenses and other current liabilities.

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 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.

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.

Ravgen Litigation

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. Ravgen has since narrowed its claim of infringement to a single patent claim of one patent. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. A trial date is expected to be scheduled for the end of the fourth quarter 2024 or 2025. 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. This amount is included in accrued expenses and other current liabilities as of March 31, 2024.

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 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.

Fair Value Measurements - Additional Information (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
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