UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 1, 2022, the registrant had
Biora Therapeutics, Inc.
INDEX
PART I—FINANCIAL INFORMATION |
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Item 1. |
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1 |
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1 |
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2 |
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3 |
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4 |
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6 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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26 |
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Item 3. |
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37 |
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Item 4. |
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37 |
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PART II—OTHER INFORMATION |
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Item 1. |
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38 |
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Item 1A. |
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40 |
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Item 6. |
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74 |
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75 |
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TRADEMARKS AND CERTAIN TERMS
In this Quarterly Report on Form 10-Q, “Biora,” “Biora Therapeutics,” the “Company,” “we,” “us” and “our” refer to Biora Therapeutics, Inc., and our wholly-owned subsidiaries on a consolidated basis, unless the context otherwise provides.
Biora Therapeutics™ is a trademark of Biora Therapeutics, Inc. Any other brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Biora Therapeutics, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Income tax receivable |
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Prepaid expenses and other current assets |
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Current assets of disposal group held for sale |
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Total current assets |
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Property and equipment, net |
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Right-of-use assets |
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Other assets |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Warrant liability |
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Current portion of capital lease obligations |
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Total current liabilities |
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Convertible notes, net of unamortized discount of $ |
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Other long-term liabilities |
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Total liabilities |
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$ |
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$ |
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Stockholders' deficit: |
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Common stock – $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Treasury stock – at cost; |
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( |
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( |
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Total stockholders' deficit |
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( |
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( |
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Total liabilities and stockholders' deficit |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
1
Biora Therapeutics, INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Gain (loss) on warrant liability |
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( |
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( |
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Other income, net |
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Loss before income taxes |
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( |
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( |
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( |
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Income tax benefit |
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( |
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( |
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Loss from continuing operations |
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( |
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( |
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( |
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( |
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Gain (loss) from discontinued operations |
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( |
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( |
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Net loss |
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( |
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( |
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( |
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( |
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Net loss per share from continuing operations, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net (loss) gain per share from discontinued operations, basic and diluted |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Weighted average shares outstanding, basic and diluted |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
Biora Therapeutics, INC.
Condensed Consolidated Statements of Stockholders’ Deficit
(In thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Shares |
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Amount |
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Deficit |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Issuance of common stock, net |
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— |
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— |
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— |
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Issuance of common stock upon vesting |
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— |
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( |
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— |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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( |
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$ |
( |
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$ |
( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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— |
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Issuance of common stock upon vesting |
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— |
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( |
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— |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Balance at June 30, 2022 |
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$ |
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$ |
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$ |
( |
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( |
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$ |
( |
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$ |
( |
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Shares |
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Amount |
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Deficit |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Issuance of common stock upon vesting |
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— |
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( |
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— |
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( |
) |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
) |
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$ |
( |
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Issuance of common stock, net |
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— |
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— |
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— |
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Issuance of common stock upon exercise |
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— |
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— |
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( |
) |
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( |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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Issuance of common stock upon vesting |
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— |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Issuance of stock purchase warrant |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon conversion of debt, net |
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— |
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— |
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— |
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Issuance of common stock upon conversion of interest, net |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Balance at June 30, 2021 |
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$ |
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$ |
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$ |
( |
) |
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( |
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$ |
( |
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$ |
( |
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See accompanying notes to unaudited condensed consolidated financial statements.
3
Biora Therapeutics, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Six Months Ended |
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2022 |
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2021 |
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Operating Activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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(Gain) loss from discontinued operations |
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( |
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Non-cash revenue reserve |
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Depreciation and amortization |
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Stock-based compensation expense |
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Loss on extinguishment of convertible notes |
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