0000950170-23-010973 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 20, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	BIORA THERAPEUTICS, INC.
Entity Central Index Key	0001580063
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 114,439,824
Entity Common Stock, Shares Outstanding		11,828,453
Entity File Number	001-39334
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3950390
Entity Address, Address Line One	4330 La Jolla Village Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92122
City Area Code	833
Local Phone Number	727-2841
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BIOR
Security Exchange Name	NASDAQ
Documents Incorporated by Reference	Portions of the registrant's definitive proxy statement relating to its 2023 Annual Meeting of Stockholders, to be held on or about June 14, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Auditor Name	KPMG LLP
Auditor Location	San Diego, California
Auditor Firm ID	185

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 30,486	$ 88,397
Accounts receivable, net	0	653
Income tax receivable	828	0
Prepaid expenses and other current assets	4,199	7,232
Current assets of disposal group held for sale	2,603	2,493
Total current assets	38,116	98,775
Property and equipment, net	1,654	3,666
Right-of-use assets	1,482	0
Other assets	6,201	326
Goodwill	6,072	6,072
Total assets	53,525	108,839
Current liabilities:
Accounts payable	3,606	8,709
Accrued expenses and other current liabilities	16,161	34,157
Warrant liabilities	3,538	18,731
Current portion of capital lease obligations	0	12
Total current liabilities	23,305	61,609
Convertible notes, net of unamortized discount of $4,914 and $6,333 as of December 31, 2022 and December 31,2021, respectively	127,811	126,392
Other long-term liabilities	4,696	5,814
Total liabilities	155,812	193,815
Commitments and contingencies (Note 10)
Stockholders' deficit:
Common stock - $0.001 par value.164,000,000 shares authorized as of December 31,2022 and December 31,2021; 9,098,844 and 7,429,458 shares issued as of December 31,2022 and December 31,2021 respectively; 8,928,498 and 7,274,889 shares outstanding as of December 31,2022 and December 31,2021, respectively	8	6
Additional paid-in capital	743,626	722,782
Accumulated deficit	(826,843)	(788,686)
Treasury stock - at cost; 170,346 and 154,569 shares of common stock as of December 31, 2022 and December 31, 2021, respectively	(19,078)	(19,078)
Total stockholders' deficit	(102,287)	(84,976)
Total liabilities and stockholders' deficit	$ 53,525	$ 108,839

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Unamortized discount	$ 4,900	$ 6,300
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	164,000,000	164,000,000
Common stock, shares issued	9,098,844	7,429,458
Common stock, shares outstanding	8,928,498	7,274,889
Treasury stock, at cost shares	170,346	154,569
Convertible Notes
Unamortized discount	$ 4,914	$ 6,333

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 305	$ 1,247
Operating expenses:
Research and development	24,049	45,785
Selling, general and administrative	38,037	73,299
Total operating expenses	62,086	119,084
Loss from operations	(61,781)	(117,837)
Interest expense, net	(10,990)	(12,636)
Gain (loss) on warrant liabilities	20,904	(54,157)
Other income, net	2,617	5,990
Loss before income taxes	(49,250)	(178,640)
Income tax benefit	(420)	(119)
Loss from continuing operations	(48,830)	(178,521)
(Loss) gain from discontinued operations	10,673	(68,891)
Net loss	$ (38,157)	$ (247,412)
Net loss per share from continuing operations, basic	$ (6.40)	$ (46.42)
Net loss per share from continuing operations, diluted	(6.40)	(46.42)
Net gain (loss) per share from discontinued operations, basic	1.40	(17.91)
Net gain (loss) per share from discontinued operations, diluted	1.40	(17.91)
Net loss per share, basic	(5.00)	(64.33)
Net loss per share, diluted	$ (5.00)	$ (64.33)
Weighted average shares outstanding, basic	7,635,107	3,846,187
Weighted average shares outstanding, diluted	7,635,107	3,846,187

Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock
Beginning Balance at Dec. 31, 2020	$ (106,994)	$ 2	$ 453,046	$ (541,274)	$ (18,768)
Beginning Balance, shares at Dec. 31, 2020		2,371,477			(140,601)
Issuance of stock, net	$ 46,554	$ 2	46,552
Issuance of stock, net, shares	173,477	3,006,481
Exercise of common stock options	$ 222		532		$ (310)
Exercise of common stock options, shares		12,930			(4,109)
Issuance of common stock under employee stock purchase plan	712		712
Issuance of common stock under employee stock purchase plan, shares		12,670
Issuance of common stock upon vesting of restricted stock units	(722)		(722)
Issuance of common stock upon vesting of restricted stock units, shares		32,780			(9,859)
Exercise of common stock warrants, shares		1,411,251
Exercise of common stock warrants	118,010	$ 1	118,009
Issuance of common stock warrants	42,864		42,864
Issuance of common stock upon conversion of debt	44,607	$ 1	44,606
Issuance of common stock upon conversion of debt, shares		531,144
Issuance of common stock upon conversion of interest, net, shares		50,725
Issuance of common stock upon conversion of interest, net	3,627		3,627
Stock-based compensation expense	13,556		13,556
Net loss	(247,412)			(247,412)
Ending Balance at Dec. 31, 2021	(84,976)	$ 6	722,782	(788,686)	$ (19,078)
Ending Balance, shares at Dec. 31, 2021		7,429,458			(154,569)
Issuance of stock, net	$ 9,282	$ 1	9,281
Issuance of stock, net, shares		1,117,155
Exercise of common stock options, shares	0
Issuance of common stock under employee stock purchase plan	$ 98		98
Issuance of common stock under employee stock purchase plan, shares		6,694
Issuance of common stock upon vesting of restricted stock units	(267)		(267)
Issuance of common stock upon vesting of restricted stock units, shares		45,287			(15,777)
Issuance of common stock upon conversion of interest, net, shares		500,250
Issuance of common stock upon conversion of interest, net	3,929	$ 1	3,928
Stock-based compensation expense	7,804		7,804
Net loss	(38,157)			(38,157)
Ending Balance at Dec. 31, 2022	$ (102,287)	$ 8	$ 743,626	$ (826,843)	$ (19,078)
Ending Balance, shares at Dec. 31, 2022		9,098,844			(170,346)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Activities:
Net loss	$ (38,157)	$ (247,412)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss from discontinued operations	(10,673)	68,891
Non-cash revenue reserve	0	979
Depreciation and amortization	907	1,437
Stock-based compensation expense	7,804	11,962
Loss on extinguishment of convertible notes and accrued interest	2,722	946
Amortization of debt discount and non-cash interest	1,419	1,572
Inducement loss on convertible notes	0	11,265
Loss on disposal of property and equipment	543	99
Impairment of property and equipment	545	0
Change in fair value of derivative liability	0	(18,365)
Change in fair value of warrant liabilities	(20,904)	54,157
Gain on investment in Enumera Molecular, Inc.	(5,731)	0
Changes in operating assets and liabilities:
Income tax receivable	(828)	0
Prepaid expenses and other current assets	3,387	1,399
Other assets	0	(158)
Accounts payable	(5,072)	(8,686)
Accrued expenses and other liabilities	(417)	(22,910)
Income tax payable	0	79
Other long-term liabilities	(1,720)	4,412
Net cash used in operating activities - continuing operations	(66,175)	(140,333)
Net cash provided by (used) in operating activities - discontinued operations	1,758	(27,153)
Net cash used in operating activities	(64,417)	(167,486)
Investing Activities:
Purchases of property and equipment	(792)	(855)
Net cash used in investing activities - continuing operations	(792)	(855)
Net cash used in investing activities - discontinued operations	0	(387)
Net cash used in investing activities	(792)	(1,242)
Financing Activities:
Proceeds from issuance of common stock, net	9,014	46,776
Proceeds from issuance of common stock warrants	3,318	79,448
Proceeds from issuance of common stock under employee stock purchase plan	98	0
Proceeds from exercise of common stock warrants	0	46,000
Payments for financing of insurance premiums	(5,120)	(3,750)
Principal payments on mortgages payable	0	(1,348)
Principal payments on capital lease obligations	(12)	(295)
Net cash provided by financing activities - continuing operations	7,298	166,831
Net cash used in financing activities - discontinued operations	0	(1,782)
Net cash provided by financing activities	7,298	165,049
Net decrease in cash and cash equivalents	(57,911)	(3,679)
Cash and cash equivalents at beginning of period	88,397	92,076
Cash and cash equivalents at end of period	30,486	88,397
Supplemental disclosure of cash flow information:
Cash paid for interest	5,871	7,536
Cash paid for income taxes	31	367
Supplemental schedule of non-cash investing and financing activities:
Settlement of warrant liability	0	72,010
Issuance of common stock in settlement in accrued expenses	98	712
Conversion of convertible note	0	44,606
Assets in exchange for Enumera Molecular investment	6,000	0
Issuance of common stock and re-priced warrants upon settlement of accrued interest	3,929	3,627
Issuance of warrants upon settlement of accrued interest	2,300	0
Leased assets exchanged for operating lease liabilities	2,922	0
Change in fair value of re-priced equity classified warrants	619	0
Equity financing issuance costs incurred but not paid	116	200
Purchases of property and equipment in accounts payable	$ 86	$ 16

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Note 1. Organization and Description of Business

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

•

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

In order to refocus efforts and resources on its research and development pipeline, in June 2021, the Company announced a strategic transformation ("Strategic Transformation") that included the closure of the Progenity genetics laboratory in Ann Arbor, Michigan, and in December 2021, the Company sold Avero, together referred to as the Laboratory Operations. The Company has excluded from continuing operations for all periods presented in this report revenues and expenses associated with its Laboratory Operations, which are reported as discontinued operations. See Note 4 for additional information on the Laboratory Operations.

On April 12, 2022, the Company announced that it would rebrand to better reflect the current focus on its therapeutics pipeline, and would begin to operate as Biora Therapeutics, Inc., a Delaware corporation. The Company subsequently changed its name to Biora Therapeutics, Inc. on April 26, 2022.

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

Liquidity

As of December 31, 2022, the Company had cash and cash equivalents of $30.5 million and an accumulated deficit of $826.8 million. For the year ended December 31, 2022, the Company reported a net loss of $38.2 million and cash used in operating activities of $64.4 million. The Company’s primary sources of capital have historically been the sale of common stock and warrants, private placements of preferred stock and the incurrence of debt. As of December 31, 2022, the Company had $127.8 million of convertible senior notes, net ("Convertible Notes") outstanding (see Note 8). While the Company has greatly reduced its cash burn following the Strategic Transformation, management does not expect that the Company's current cash and cash equivalents will be sufficient to fund its operations for at least 12 months from the issuance date of the consolidated financial statements for the year ended December 31, 2022, and will require additional capital to fund the Company's operations. As a result, substantial doubt exists about the Company’s ability to continue as a going concern for 12 months following the issuance date of the consolidated financial statements for the year ended December 31, 2022.

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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

The consolidated financial statements include the accounts of Biora Therapeutics, Inc., its wholly-owned subsidiaries, and, for the year ended December 31, 2021, an affiliated professional partnership with Avero with respect to which the Company had a specific management arrangement (see Note 3). All significant intercompany balances and transactions have been eliminated in consolidation.

The 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, warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares.

Financial Statement Presentation Change

In order to more closely align with the Company’s business, and to better serve financial statement users, the Company has combined selling and marketing expenses with general and administrative expenses into a single selling, general and administrative expense line item. The Company's previous marketing expenses were associated with our discontinued Laboratory Operations and the Company no longer incurs these costs. Prior period amounts have been reclassified to conform to the current presentation.

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 estimate of variable consideration in connection with the recognition of revenue, the valuation of stock options, the valuation of goodwill, the valuation of the derivative liability associated with the Convertible Notes, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.

Operating Segments

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

Assets Held for Sale and Discontinued Operations

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

in the consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale.

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

Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 4.

Investments

The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred in accordance with ASC Topic 321, Investments-Equity Securities.

Revenue Recognition

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

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

The Company applies the following practical expedients and exemptions:

•

Incremental costs incurred to obtain a contract are expensed as incurred because the related amortization period would be one year or less. The costs are included in selling and marketing expenses.

•

No adjustments to amounts of promised consideration are made for the effects of a significant financing component because the Company expects, at contract inception, that the period between the transfer of a promised good or service and customer payment for that good or service will be one year or less.

Payor Concentration

The Company historically relied upon reimbursements from third-party government payors and private-payor insurance companies to collect accounts receivable. As a result of the Strategic Transformation, all revenue from Laboratory Operations has been classified as discontinued operations and there were no significant concentrations as of December 31, 2022. The Company’s significant third-party payors and their related accounts receivable balances and revenues as a percentage of total accounts receivable balances as of December 31, 2021 and of revenues for the year ended December 31, 2021 are as follows:


		Percentage of Accounts Receivable
		December 31, 2021
Blue Shield of Texas		4.0%
United Healthcare		7.2%
Government Health Benefits Programs		55.8%


		Percentage of Revenue (1)
		Year Ended December 31, 2021
Blue Shield of Texas		10.7%
Aetna		7.3%
Cigna		5.7%
United Healthcare		6.7%
Government Health Benefits Programs		23.2%

(1) Percentage of revenue table shows amounts as a percentage of total revenue, including revenue classified as discontinued operations. Refer to Note 5 for details of the breakdown of revenue.

Accounts Receivable

Amounts included in accounts receivable for the year ended December 31, 2021 consist of receivables generated from the Company's genetics laboratory in Ann Arbor, Michigan. The Company continued to collect these receivables and did not include these amounts as assets held for sale. The accounts receivable amounts were recorded at the transaction price and considered the effects of variable consideration. The total consideration the Company expected to collect was an estimate and was fixed or variable. Variable consideration included reimbursement from third-party payors, laboratory distribution partners, and amounts from individual patients, and was adjusted for disallowed cases, discounts, and refunds using the expected value approach. The Company monitors these estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required.

Cash and Cash Equivalents including Concentration of Credit Risk

The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Property and Equipment, Net

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


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8
Building		15

Assets acquired under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. Land is not depreciated.

Leases

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

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at

the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative assessment.

If a quantitative assessment is deemed necessary, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. An impairment loss will be recognized if the reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment existed as of December 31, 2022 or December 31, 2021.

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The Company recorded impairment of $0.5 million during the year ended December 31, 2022. No impairment was recorded for the year ended December 31, 2021.

Fair Value of Financial Instruments

The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its Convertible Notes, which are carried at amortized cost. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature (see Note 7).

Embedded Derivative Related to Convertible Notes

In December 2020, the Company issued Convertible Notes with an embedded derivative that was required to be bifurcated from the host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivative was recorded to other income, net in the consolidated statements of operations. As of December 31, 2022, the conversion option has expired and the Company no longer has an embedded derivative.

Common Stock Warrant Liabilities

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

Repairs and Maintenance

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

Research and Development

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

Selling, General and Administrative

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

and recruiting services. Selling, general and administrative expenses are expensed as incurred. Advertising expense for the year ended December 31, 2021 was $0.6 million, and there were no advertising expenses for the year ended December 31, 2022.

Stock-Based Compensation

Stock-based compensation related to stock options, restricted stock units (“RSUs”) and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years. For the ESPP, the requisite service period is generally the period of time from the offering date to the purchase date. In addition, the Company grants stock option awards that vest upon achievement of certain performance criteria ("Performance Awards"). The fair value is recognized as expense over the requisite service period when the Company has concluded that achieving the performance criteria is probable. The probability of achieving the performance criteria is assessed each reporting period. The Company accounts for the forfeitures in the period in which they occur. The fair value of RSUs is estimated based on the closing price of the Company's common stock on the date of the grant.

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

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

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

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

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

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

Net Loss Per Share

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

Income Taxes

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

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in

recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Comprehensive Loss

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

Emerging Growth Company Status

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

Recent Accounting Pronouncements Adopted

In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The Company adopted the provisions of this guidance on January 1, 2022, using the effective date method. As a result of adopting ASC 842, the Company recognized right-of-use assets and lease liabilities of $2.2 million and $2.2 million, respectively, on January 1, 2022. The difference between the right-of-use assets and lease liabilities is attributed to the elimination of deferred rent and prepaid rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption. The Company elected to use the package of practical expedients available in the new lease standard, allowing it not to reassess: (a) whether expired or existing contracts contain leases under the new definition of a lease; (b) lease classification for expired or existing leases; and (c) whether previously capitalized initial direct costs would qualify for capitalization under the new lease standard.

In May 2021, the FASB issued ASU No. 2021-04, Issuer's Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options, which provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The Company adopted this standard on January 1, 2022, which did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses, which included an amendment of the effective date. The standard is effective for the Company for annual reporting periods beginning after December 15, 2022. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements.

Variable Interest Entity

12 Months Ended

Dec. 31, 2022

Text Block [Abstract]

Variable Interest Entity

Note 3. Variable Interest Entity

In June 2015, the Company, through a wholly-owned subsidiary, entered into a series of agreements with Avero. The subsidiary entity entered into a purchase agreement to acquire certain assets from Mattison used in the operations of Avero. The purchase agreement was accounted for under the acquisition method in accordance with the provisions of ASC Topic 805, Business

Combinations. The subsidiary entity also entered into a nominee agreement which provided it with the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of Avero at any time for a nominal amount.

In December 2021, the Company entered into an asset purchase agreement with Northwest Pathology to sell certain assets and liabilities of Avero for $10.9 million. The Company no longer has any ownership interest in Avero and therefore does not consolidate Avero beginning at December 31, 2021. Prior to the date of sale, Avero's income statement activity is included in discontinued operations in the consolidated statements of operations.

In June 2015, the Company's subsidiary entity entered into a management services arrangement that authorized the Company to perform the management services in the manner that it deemed reasonably appropriate to meet the day-to-day business needs of Avero. The management services included funding ongoing operational needs, directing activities related to contract negotiation, billing, human resources, and legal and administrative matters and processes, among others. In exchange for the management services provided, the Company's subsidiary entity was entitled to receive an annual management fee equal to the amount of the net operating income of Avero. The agreement had a 10-year term, but was terminated at the time of the sale of Avero.

Through the management services arrangement with Avero, the Company had (1) the power to direct the activities of Avero that most significantly impact its economic performance, and (2) the obligation to absorb losses of Avero or the right to receive benefits from Avero that could potentially be significant to Avero. Based on these determinations, the Company determined that Avero was a variable interest entity ("VIE") and that the Company was the primary beneficiary. The Company did not own any equity interest in Avero; however, as these agreements provide the Company the controlling financial interest in Avero, the Company consolidated Avero’s balances and activities within its consolidated financial statements.

Strategic Transformation

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Strategic Transformation

Note 4. Strategic Transformation

In June 2021, the Company announced its Strategic Transformation to reallocate resources to research and development to better position the business for future growth. The plan included the closure of the Company's genetics laboratory in Ann Arbor, Michigan and the divestiture of Avero. This plan represents a strategic business shift having a major effect on the Company's operations and financial results. The Company classified the results of its Laboratory Operations as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. Additionally, the remaining assets have been reported as assets held for sale in the Company’s consolidated balance sheets as of December 31, 2022 and December 31, 2021. The Company recognized a loss of $19.3 million for the year ended December 31, 2021 for contract terminations, severance, inventory and fixed asset write-downs in discontinued operations related to the genetics laboratory shutdown. The Company received revenue in connection with the reimbursement for tests that were run prior to the closure of its Laboratory Operations through September 2022. In December 2021, the Company entered into an asset purchase agreement to sell certain assets and liabilities of Avero for gross proceeds of $10.9 million. The Company recognized a loss of $6.0 million in discontinued operations, calculated as proceeds less net assets of $15.1 million and transaction costs of $1.8 million, for the year ended December 31, 2021.

The following table presents the combined results of discontinued operations of the Laboratory Operations (in thousands):


	Year Ended December 31,
	2022		2021
Revenues (1)	$	11,848	$	59,362
Cost of sales		—		63,741
Gross profit (loss)		11,848		(4,379	)
Operating expenses:
Research and development		—		1,590
Selling and marketing		—		38,753
General and administrative		1,175		18,247
Total operating expenses		1,175		58,590
Other expense, net		—		(5,922	)
Net income (loss) from discontinued operations	$	10,673	$	(68,891	)

(1) Refer to Note 10 for further discussion regarding the partial reversal of a previously-established accrual related to a third-party claim of recoupment during the year ended December 31, 2022.

The following table presents the carrying amounts of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022		December 31, 2021

Current assets of disposal group held for sale
Property and equipment, net		2,603		2,493
Total current assets of disposal group held for sale (2)	$	2,603	$	2,493

(2) The Company is actively looking to sell the remaining assets of the Laboratory Operations and has classified them as held for sale and current in the consolidated balance sheets at December 31, 2022 and December 31, 2021.

Investment in Enumera Molecular, Inc.

In May 2022, the Company completed the divesture of its single-molecule detection platform. Under the terms of the agreements, the Company contributed intellectual property and fixed assets related to the single-molecule detection platform to a newly-formed entity, Enumera Molecular, Inc. ("Enumera"), which intends to develop and commercialize the platform. As of the transaction date, the Company received 25% minority ownership, on a fully-diluted basis, of 6,000,000 Series A-1 preferred shares with an estimated value of $6.0 million in exchange for the assets. The Company performed a VIE analysis and concluded Enumera does not meet the definition of a VIE. The Company also evaluated the characteristics of the investment and determined that the preferred stock is not in-substance common stock that would require equity method accounting. The Company concluded the appropriate accounting treatment for the investment in Enumera to be that of an equity security with no readily-determinable fair value and has recorded the investment at cost, less impairment, adjusted for subsequent observable price changes. The investment is included in other assets in the Company’s consolidated balance sheets as of December 31, 2022. The Company recognized a gain of $5.7 million on the investment during the year ended December 31, 2022 included in other income, net on the consolidated statements of operations and there was no impairment recorded.

Northwest License Agreement

In November 2022, the Company entered into a license agreement with Northwest Pathology, doing business as Avero Diagnostics (“Northwest”), pursuant to which the Company licenses 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 receives rights to assets and intellectual property related to the Preecludia test and the Company will receive commercial milestone payments and royalties on net sales.

Revenues

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenues

Note 5. Revenues

The Company’s revenues are generated primarily through collaboration agreements. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. The Company analyzes the nature of these performance obligations in the context of individual agreements in order to assess the distinct performance obligations.

The Company applies the following five steps to recognize revenue: (1) identify the contract with the customer, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenues when the performance obligations are satisfied.

The Company evaluates all promised goods and services within a customer contract and determines which of such goods and services are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. A contract may contain variable consideration, including potential payments for both milestone and research and development services. For certain potential milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. Each reporting period the Company re-evaluates the probability of achievement of such variable consideration and any related constraints. The Company will include variable consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation.

Revenues historically were derived from contracts with healthcare insurers, government payors, laboratory partners and patients in connection with sales of prenatal genetic, anatomic or molecular pathology tests. The Company entered into contracts with healthcare insurers related to tests provided to patients who had health insurance coverage. Insurance carriers are considered third-party payors on behalf of the patients, and the patients who receive genetic, anatomic or molecular pathology test products are considered the customers. Tests were billed to insurance carriers, patients, or a combination of insurance carriers and patients. The Company also sold tests to laboratory partners, which are considered customers.

The Company evaluated its contracts with healthcare insurers, government payors, laboratory partners and patients and identified a single performance obligation, the delivery of a test result. The Company satisfied its performance obligation at a point in time upon the delivery of the test result, at which point the Company can bill for its products. The amount of revenue recognized reflects the transaction price and considers the effects of variable consideration, which is discussed below. Once the Company satisfied its performance obligations upon delivery of a test result and billed for the product, the timing of the collection of payments may vary based on the payment practices of the third-party payor. The Company billed patients directly for co-pays and deductibles that they are responsible for and also billed patients directly in cases where the customer did not have insurance. All of the historical test revenue is part of the Company's Laboratory Operations and has been included in discontinued operations in the consolidated statements of operations.

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

The transaction price was an estimate and could be fixed or variable. Variable consideration includes reimbursement from healthcare insurers, government payors, and patients and is adjusted for estimates of disallowed cases, discounts, and refunds using the expected value approach. Tests billed to healthcare insurers and directly to patients can take up to nine months to collect and the Company may be paid less than the full amount billed or not paid at all. For insurance carriers and government payors, management utilizes the expected value method using a portfolio of relevant historical data for payors with similar reimbursement characteristics. The portfolio estimate is developed using historical reimbursement data from payors and patients, as well as known current reimbursement trends not reflected in the historical data. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. The Company monitors these estimates at each reporting period based on actual cash collections and the status of settlement agreements with third-party payors, in order to assess whether a revision to the estimate is required. Both the initial estimate and any subsequent revision to the estimate contain uncertainty and require the use of judgment in the estimation of the transaction price and application of the constraint for variable consideration. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect revenue and earnings in the period such variances become known. The consideration expected from laboratory partners is generally a fixed amount.

The Company periodically updated its estimate of the variable consideration recognized for previously-delivered performance obligations. These updates resulted in an additional $2.0 million and $6.6 million of revenue reported for the years ended December 31, 2022 and December 31, 2021, respectively. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 10.

Disaggregation of Revenues

As a result of the classification of Laboratory Operations to discontinued operations, the Company is only showing disaggregation for prior year. The Company's current revenue is related to license and collaboration agreements. The following tables show revenues disaggregated by payor type and revenue classification (in thousands):


	Year Ended December 31, 2021
Commercial third-party payors	$	42,100
Government health benefit programs (1)		14,085
Patient/laboratory distribution partners		4,424
Total revenues	$	60,609

(1) The revenue amounts include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the year ended December 31, 2021. Revenues recognized reflect the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements.


Classification	Year Ended December 31, 2022		Year Ended December 31, 2021
Revenue from continuing operations	$	305	$	1,247
Revenue from discontinued operations		11,848		59,362
Total revenues	$	12,153	$	60,609

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 6. Balance Sheet Components

Prepaid Expenses and Other Current Assets

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


	December 31, 2022		December 31, 2021
Prepaid expenses	$	3,634	$	6,123
Other current assets		565		1,109
Total	$	4,199	$	7,232

Property and Equipment, Net

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


	December 31, 2022			December 31, 2021
Computers and software	$	2,715		$	5,004
Building and leasehold improvements		750			437
Laboratory equipment		958			2,688
Furniture, fixtures, and office equipment		1,138			1,142
Construction in progress		92			16
Total property and equipment		5,653			9,287
Less accumulated depreciation and amortization		(3,999	)		(5,621	)
Property and equipment, net	$	1,654		$	3,666

Depreciation expense included in continuing operations was $0.9 million and $1.4 million for the years ended December 31, 2022 and 2021, respectively.

Other Assets

Other assets consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Investment in Enumera	$	6,000	$	—
Other		201		326
Total	$	6,201	$	326

Goodwill

As part of the sale of Avero during the year ended December 31, 2021, the Company allocated goodwill using the relative fair value method to both the Avero business that was sold and the remaining Biora business. The $0.1 million allocated to Avero was included in the carrying value to determine the loss on sale.

A summary of the activity in goodwill is presented below (in thousands):


Balance at December 31, 2020 (1)	$	6,219
Reduction of goodwill related to disposition		(147	)
Balance at December 31, 2021 and December 31, 2022	$	6,072

(1) The beginning balance as of December 31, 2020 includes the amount of Goodwill classified in assets held for sale.

Accrued Expenses and Other Current Liabilities

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


	December 31, 2022		December 31, 2021
Accrual for reimbursement claims and settlements, current (1)	$	8,372	$	18,127
Commissions and bonuses		1,433		3,883
Vacation and payroll benefits		1,724		6,894
Accrued professional services		307		652
Accrued interest		890		802
Lease liabilities, current		893		—
Insurance financing		445		489
Contract liabilities		47		301
Other (2)		2,050		3,009
Total	$	16,161	$	34,157

(1) All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

(2) Included in this amount are contracts that the Company will be responsible for that cannot be terminated; as there is no future benefit to the Company, they were expensed in discontinued operations in 2021.

Other Long-term Liabilities

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


	December 31, 2022		December 31, 2021
Accrual for reimbursement claims and settlements, net of current portion (1)	$	—	$	192
Lease liabilities, net of current portion		601		—
Other (2)		4,095		5,622
Total	$	4,696	$	5,814

(1) All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The three-level hierarchy for the inputs to valuation techniques is summarized as follows:

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

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

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

There were no significant transfers between these fair value measurement classifications during the years ended December 31, 2022 and 2021.

Fair Value of Financial Instruments

The Company’s Level 3 liabilities consist of the embedded derivative liability associated with the Company’s Convertible Notes (see Note 8) and the warrant liabilities resulting from the November 2022 and August 2021 issuance of warrants (see Note 11). The Convertible Notes conversion feature was bifurcated and recorded as an embedded derivative liability with a corresponding discount at the date of issuance that is netted against the principal amount of the Convertible Notes. The Company utilizes a Monte Carlo simulation method to determine the fair value of the conversion feature, which utilizes inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion to common shares at the conversion rate in the event of a major transaction (e.g. a change in control). Due to the use of significant unobservable inputs, the overall fair value measurement of the conversion feature is classified as Level 3. As of December 31, 2021, the fair value of the embedded derivative liability was zero. As of December 31, 2022, the conversion option has expired and there is no longer an embedded derivative.

The Company uses the Black-Scholes Model to value the Level 3 warrant liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, and volatility. The significant unobservable input for the Level 3 warrant liabilities include volatility. Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate to the expected term of the warrants. At December 31, 2022 and 2021, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	December 31, 2022		December 31, 2021
Risk-free interest rate	4.0%		1.3%
Expected volatility	106.2% - 107.1%		91.9%
Stock price	$	3.30	$	52.25
Expected life (years)	3.6 - 5.4		4.6

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


	Level 1		Level 2		Level 3
December 31, 2022
Money market funds (1)	$	5	$	—	$	—
Warrant Liabilities	$	—	$	—	$	3,538

December 31, 2021
Money market funds (1)	$	85,866	$	—	$	—
Warrant Liabilities	$	—	$	—	$	18,731

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

The carrying value of the Company’s Convertible Notes does not approximate its fair value because the carrying value of the Convertible Notes reflects the balance of unamortized discount related to the derivative liability associated with the value of the

conversion feature assessed at inception. The carrying value of the Company’s Convertible Notes, net of discount, was $127.8 million and $126.4 million at December 31, 2022 and 2021, respectively. Based on unadjusted quoted prices in active market obtained from third-party pricing services, the Company determined the fair value of the Convertible Notes was $71.8 million and $86.6 million as of December 31, 2022 and 2021, respectively.

- 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

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Convertible Notes

Note 8. Convertible Notes

In December 2020, the Company issued a total of $168.5 million principal amount of 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 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee ("Indenture"). The 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 outstanding principal amount of Convertible Notes was $132.7 million at both December 31, 2022 and December 31, 2021. During the years ended December 31, 2022 and 2021, the Company recognized interest expense on the Convertible Notes of $9.6 million and $11.7 million, respectively.

The 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 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 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 Convertible Notes, which represents an initial conversion price of approximately $89.92 per share of common stock. Noteholders that converted their 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 Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The 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 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 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 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7.5 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. As of December 31, 2022 and December 31, 2021, the Company was in compliance with all such covenants.

The Convertible Notes had a conversion option which was required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion option included additional interest payments payable to the noteholders if converted prior to December 1, 2022 (the "Early Voluntary Conversion Option"). The conversion feature was bifurcated

and recorded separately as an embedded derivative as (1) the conversion feature was not clearly and closely related to the debt instrument and was not considered to be indexed to the Company’s equity, (2) the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations.

The fair value of the embedded derivative was zero as of December 31, 2021. As of December 31, 2022, the conversion option has expired and there is no longer an embedded derivative. The prior year change in fair value of the derivative liability of $18.4 million is included in other income (expense), net in the consolidated statement of operations for the year ended December 31, 2021. As of December 31, 2022 and 2021, the unamortized debt discount was $4.9 million and $6.3 million, respectively. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes, resulting in an effective interest rate of approximately 8.7%. For the years ended December 31, 2022 and 2021 the amortization of the Convertible Notes debt discount was $1.4 million and $1.6 million, respectively, and is included in interest expense, net in the consolidated statements of operations.

In October 2021, holders of Convertible Notes exchanged an aggregate of $20.2 million principal amount for 340,554 shares of the Company's common stock. As the 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 $9.8 million, included in other income (expense) in the consolidated statements of operations. In addition, the Company issued an aggregate of 17,112 shares of common stock to certain investors in consideration for a waiver of certain contractual lock-up provisions to which the Company agreed to in connection with prior offerings of its securities. The Company recorded an inducement loss of $1.4 million in other income (expense), net, in the consolidated statements of operations, related to these shares.

In addition to the transaction discussed above, holders of Convertible Notes exchanged an aggregate of $15.6 million principal amount for 173,477 shares of the Company's common stock during the year ended December 31, 2021. The Convertible Notes were converted under the Early Voluntary Conversion Option and the Company recognized a $0.9 million extinguishment loss, which is included in other income, net in the consolidated statements 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

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-Publisher FASB
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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Note 9. Related Party Transactions

In June 2021, affiliates of Athyrium Capital Management, LP (“Athyrium”) participated in a private placement and acquired 323,886 units, representing 323,886 shares of common stock and warrants to purchase up to 323,886 shares of common stock at a price of $61.75 per unit (see Note 11). As of December 31, 2021, affiliates of Athyrium held 1,157,405 shares, or 15.6%, respectively, of the Company's common stock outstanding and warrants to purchase up to 323,883 and 16,006 shares of common stock at an exercise price of $71.00 and $347.50, respectively.

Athyrium also holds $103.5 million aggregate principal amount of Convertible Notes as of both December 31, 2022 and 2021 (see Note 8). During the year ended December 31, 2021, Athyrium entered into an agreement with the Company to waive its interest due of $3.6 million through June 1, 2021 and received 50,724 shares of common stock. As of both December 31, 2022 and 2021, the accrued interest expense related to the Convertible Notes was $0.6 million.

In November 2022, the Company entered into a securities purchase agreement with affiliates of Athyrium relating to the offering and sale of an aggregate of 500,250 shares of common stock and accompanying warrants to purchase 500,250 shares of common stock, at a combined purchase price of $7.50 per share and accompanying warrant in a registered direct offering. The warrants have an exercise price of $8.22 per share and will become exercisable commencing six months following the date of issuance and will expire five years following the initial exercise date. The Company received approximately $3.8 million in gross proceeds from the offering as an in-kind payment. The in-kind payment was in the form of a waiver of the Company’s cash interest payment obligation of approximately $3.8 million due on certain of the Company’s 7.25% Convertible Senior Notes due 2025 held by affiliates of Athyrium for the payment date occurring on December 1, 2022. Additionally, the Company agreed with Athyrium to amend outstanding warrants previously issued in 2021 to purchase up to 323,886 shares of common stock with an exercise price of $71.00 per share. The warrants have an amended exercise price of $8.22 per share, will become exercisable on May 9, 2023 and will expire five years following the initial exercise date.

As of December 31, 2022, Athyrium held 1,694,484 shares, or 19.0% of the Company's common stock outstanding and warrants to purchase up to 824,136 shares of common stock at an exercise price of $8.22.

In November 2022, the Company entered into a securities purchase agreement with an institutional investor relating to the offering and sale of an aggregate of 800,000 shares of common stock and accompanying warrants to purchase 800,000 shares of common stock, at a combined purchase price of $7.50 per share and accompanying warrant in a registered direct offering (see Note 11). 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 securities purchase agreement from the

November 2022 Offering (as defined below). The warrant has an exercise price of $8.22, is exercisable beginning on May 9, 2023 and expires on May 9, 2028.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. Commitments and Contingencies

Operating Leases

The Company has entered into various non-cancelable operating lease agreements, primarily for office space, laboratory space, and equipment. On January 1, 2022, the Company adopted ASC Topic 842, Leases. Results for reporting periods beginning after January 1, 2022 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting guidance. The right-of-use assets were $1.5 million as of December 31, 2022 and current and long-term lease liabilities were $0.9 million and $0.6 million, respectively, as of December 31, 2022, and are recorded in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet.

Operating lease costs were $1.5 million for the year ended December 31, 2022 and cash paid for operating leases was $1.6 million. The weighted-average discount rate used was 7.8% and the weighted-average remaining lease term for all operating leases was 2.3 years. Rent expense included in continuing operations for operating leases was $5.1 million for the year ended December 31, 2021.

As of December 31, 2022, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2023	$	965
2024		235
2025		209
2026		215
2027 and thereafter		18
Total minimum lease payments		1,642
Less: interest		(148	)
Present value of lease liabilities	$	1,494

As of December 31, 2021, net minimum payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2022	$	2,141
2023		1,086
2024		237
2025		208
2026 and thereafter		251
Total future minimum lease payments	$	3,923

Contingencies

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

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

Federal Investigations

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

On July 21, 2020, July 23, 2020 and October 1, 2020, the Company entered into agreements ("the Agreements") with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. The Company paid approximately $5.0 million as required by the Agreements during the year ended December 31, 2021. As of December 31, 2021, the Company’s accrual consisted of $6.9 million in accrued expenses and other current liabilities and $0.2 million in other long-term liabilities. In November 2022, the Company entered into an agreement to extend the deadline for the Company’s payment due on December 31, 2022 to July 15, 2023 and the Company did not make any payments during the year ended December 31, 2022. The remaining amounts payable to the government will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier at the option of the Company. As of December 31, 2022, the Company’s accrual consists of $7.1 million in accrued expenses and other current liabilities.

Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, it will pay 26% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $4.1 million. The Company did not receive any tax refunds during the years ended December 31, 2022 and 2021.

Non-Prosecution Agreement

Effective July 21, 2020, the Company entered into the Non-Prosecution Agreement, pursuant to which the Company agreed with the DOJ to (i) pay the restitution provided for under the SDCA Civil Settlement Agreement, (ii) not commit any felonies, (iii) continue to implement a compliance and ethics program designed to prevent and detect violations of applicable fraud and kickback laws throughout its operations and (iv) fulfill certain other disclosure, reporting and cooperation obligations. The DOJ agreed that it will not prosecute the Company for any conduct described in the Non-Prosecution Agreement provided that the Company performs its obligations under the Non-Prosecution Agreement during the period from July 21, 2020 through July 21, 2021. The Non-Prosecution Agreement expired on July 21, 2021.

Corporate Integrity Agreement

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

Colorado Recoupment

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

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

California Subpoena

On July 19, 2021, the Company received a subpoena from the California Attorney General’s Office, Division of Public Rights (the "OAG"), requesting documents and information related to the Company's former genetic testing practices, the Company's former non-invasive prenatal tests ("NIPT"), particularly those with a nexus to California patients. The subpoena is captioned “In the Matter of the Investigation of: Prenatal Genetic Testing Companies.” The OAG has alleged that it has claims under California’s false advertising and unfair business practices laws based on representations about patient billing made in the historical marketing of the Company’s legacy genetic testing business. While the Company believes that its sales and marketing representations were appropriate, the Company is discussing a potential resolution with OAG, and producing additional materials in connection with those discussions, to determine if the matter can be concluded in the best interests of the Company. The Company is unable to predict the ultimate outcome of this action.

Payor Settlement Agreements

On September 30, 2019, the Company entered into a settlement agreement with United HealthCare Services, Inc. and UnitedHealthcare Insurance Company in which the Company agreed to pay an aggregate amount of $30.0 million. In November 2019, the Company and Aetna entered into a settlement agreement for $15.0 million. As of December 31, 2021 both settlements were fully paid.

Payor Dispute

On November 16, 2020, the Company received a letter from Anthem, Inc. ("Anthem") informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s former NIPT and microdeletion tests and secondarily to the implementation of the new Current Procedure Terminology code for reimbursement for the Company’s former Preparent expanded carrier screening tests.

The Company has historically negotiated and settled similar claims with third-party payors. Although the Company’s practice in resolving disputes with other similar large commercial payors has generally led to agreed settlement amounts substantially less than the originally claimed amount, there can be no assurance that the Company will be successful in a similar settlement amount in any ongoing or future dispute. Historical settlement amounts and payment time periods may not be indicative of the final settlement terms with Anthem, if any. Management disputes this claim of recoupment with Anthem in full, with offsets for amounts owed by Anthem to the Company. Management had previously established an accrual for the estimated probable loss for this matter. During the year ended December 31, 2022, the Company reversed this accrual for a portion of the matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations.

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 is currently in the process of reviewing several managed Medicaid payor recoupment requests 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 ordinary course of business, the Company addresses and evaluates a number of such claims from payors. 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, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations.

Texas OIG Inquiry

On October 16, 2019, the Company received an inquiry from the Texas Health & Human Services Commission Office of Inspector General (“TX OIG”) alleging that the Company did not hold the required CLIA Laboratory Certificate of Accreditation to perform, bill for, or be reimbursed by the Texas Medicaid Program for certain tests performed by us from January 1, 2015 through December 31, 2018. The Company submitted a written response to the inquiry on October 23, 2019. In October 2021, the Company received a letter from the TX OIG asking the Company to renew its engagement on the matter. During the year ended December 31, 2022, the Company fully resolved and settled the matter for an immaterial payment by the Company in exchange for a release of all claims.

Ravgen Lawsuit

On December 22, 2020, Ravgen, Inc. ("Ravgen") filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734)
asserting the Company’s infringement of two Ravgen patents based on the Company's former NIPT testing business. The complaint seeks monetary damages and injunctive relief. The Company responded to the complaint on March 23, 2021. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. On March 1, 2022 the court ordered a stay of the litigation pending resolution of patent validity challenges made against the two patents in inter partes review proceedings currently pending before the Patent Trial and Appeal Board of the United States Patent and Trademark Office. On February 13, 2023 the court ordered the stay lifted. Given the uncertainty of litigation, the early stages of the Ravgen 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 these actions, 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 intends to continue to vigorously defend against these claims. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO.

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 "Exchange Act"). 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 outcome of the motion to dismiss in the above-described securities lawsuit. The Company intends to vigorously defend against these claims.

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

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

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 11. Stockholders’ Equity

Common Stock

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

PIPE Financings

In February 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (“February Purchasers”). Pursuant to the Securities Purchase Agreement, the February Purchasers purchased an aggregate of 174,825 units (“February Units”), representing (i) 174,825 shares of the Company’s common stock and (ii) warrants to purchase up to 174,825 shares of common stock. The purchase price for each February Unit was $143.00, for an aggregate purchase price of approximately $25.0 million. The warrants are exercisable for cash at an exercise price of $171.50 per share, subject to adjustments as provided under the terms of the warrants. The warrants were immediately exercisable and expire on the fifth anniversary of the date of issuance.

Pursuant to ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity ("ASC 815"), the Company deemed the warrants to be liability classified and allocated the proceeds from issuance between the warrants and common stock using the with-and-without method. $12.8 million of the proceeds, equal to the fair value of the warrants determined using the Black-Scholes Model, were allocated to the warrant liability, and the remaining proceeds of $12.2 million were allocated to the common stock. The Company incurred a total of $1.4 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis, $0.5 million and $0.9 million, respectively. The warrant liability was remeasured at $10.2 million as of March 31, 2021 and the Company recognized a gain on warrant liability in the amount of $2.6 million associated with this transaction during the three months ended March 31, 2021. On April 1, 2021, the registration statement to register the shares of common stock underlying the warrants was declared effective by the SEC. As a result, the warrants met the conditions to be classified in equity and the related warrant liability was reclassified from liability to equity on April 1, 2021.

In June 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (“June Purchasers”). Pursuant to the Securities Purchase Agreement, the June Purchasers purchased an aggregate of 647,773 units (“June Units”), representing (i) 627,773 shares of the Company’s common stock (ii) warrants to purchase up to 647,773 shares of common stock and (iii) pre-funded warrants to purchase up to 20,000 shares of common stock. The purchase price for each June Unit was $61.75, for an aggregate purchase price of approximately $40.0 million. The warrants are exercisable for cash at an exercise price of $71.00 per share, subject to adjustments as provided under the terms of the warrants. The warrants were immediately exercisable and expire on the fifth anniversary of the date of issuance. The pre-funded warrants are exercisable at an exercise price of $0.025 per share and have no expiration date. In July 2021, the Company issued 20,000 shares of common stock as a result of the exercise of the outstanding pre-funded warrants at an exercise price of $0.025 per share. During the year ended December 31, 2021, the Company issued 243,886 shares of common stock as a result of the exercise of outstanding warrants at an exercise price of $71.00 per share for proceeds of $17.3 million.

Pursuant to ASC 815, the Company deemed the warrants to be liability classified and allocated the proceeds from issuance between the warrants and common stock using the with-and-without method. $26.6 million of the proceeds, equal to the fair value of the warrants determined using the Black-Scholes Model, were allocated to the warrant liability, and the remaining proceeds of $13.4 million were allocated to the common stock. The Company incurred a total of $2.1 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis, $0.7 million and $1.4 million, respectively. The warrant liability was remeasured at $31.8 million as of June 30, 2021 and the Company recognized a loss on warrant liability in the amount of $5.1 million in the consolidated statements of operations during the three months ended June 30, 2021. On June 30, 2021, the registration statement to register the shares of common stock underlying the warrants was declared effective by the SEC. As a result, the warrants met the conditions to be classified in equity and the related warrant liability was reclassified from liability to equity on June 30, 2021.

Registered Offerings

In August 2021, the Company issued and sold an aggregate of (i) 1,600,000 shares of common stock and (ii) warrants to purchase 1,600,000 shares of common stock in an underwritten public offering. Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $25.00 per share of the common stock and the accompanying warrant. The warrants have an exercise price of $25.00 per share, are exercisable at any time, and will expire five years following the date of issuance. In addition, the Company granted the underwriter a 30-day option to purchase up to 240,000 shares of common stock ("Overallotment Stock Option") and/or warrants to purchase 240,000 shares of common stock (“Overallotment Warrant Option”) at a price of $24.75 per share of common stock and/or $0.25 per warrant. The warrants and Overallotment Warrant

Options were issued in the money based on the public offering terms. The Company received approximately $37.4 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Pursuant to ASC 815, the Company deemed the Overallotment Stock Option to meet the scope exception for equity classification, and the warrants and Overallotment Warrant Option to be classified as a liability (collectively "the Warrant Liability") at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $41.8 million and the Overallotment Warrant Option at a fair value of $6.2 million, both determined using the Black-Scholes Model. As the total fair value of the Warrant Liability exceeds the total proceeds of $37.4 million, the Company recorded a loss of the $8.1 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 or the Overallotment Stock Option granted as part of this transaction. The Company incurred a total of $2.8 million in issuance costs, which were allocated between the warrants, Overallotment Warrant Option, common stock and Overallotment Stock Option on a relative fair value basis.

The Overallotment Warrant Option was partially exercised in August for warrants to purchase an aggregate of 77,280 shares of common stock and the Company recognized a gain on the warrant liability in the amount of $3.4 million in the consolidated statements of operations. The remaining Overallotment Warrant Option expired in September 2021 and the Company recognized a gain of $1.9 million in the consolidated statements of operations. The Warrant Liability was remeasured at $18.7 million as of December 31, 2021 and the Company recognized a loss on warrant liability in the amount of $6.7 million in the consolidated statements of operations during the year ended December 31, 2021. The Warrant Liability was remeasured at $0.5 million as of December 31, 2022 and the Company recognized a gain on warrant liability in the amount of $18.2 million in the consolidated statements of operations during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company issued 1,147,365 shares of common stock as a result of the exercise of outstanding warrants at an exercise price of $25.00 per share for proceeds of $28.7 million. The Warrant Liability was remeasured upon exercise of the warrants throughout the period, resulting in a loss on warrant liability in the amount of $41.6 million in the consolidated statements of operations during the year ended December 31, 2021.

In October 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the purchase and sale of 533,333 shares of the Company's common stock, at a purchase price of $37.50 per share in a registered direct offering. The Company received approximately $18.7 million in net proceeds, after deducting placement agent fees and other offering expenses payable by the Company.

In November 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of an aggregate of (i) 1,300,250 shares of common stock and (ii) warrants to purchase 1,300,250 shares of common stock in registered direct offering (the “November 2022 Offering”). Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $7.50 per share of the common stock and the accompanying warrant. The Company received approximately $9.0 million in net proceeds, after deducting placement agent fees and offering expenses. Approximately $3.8 million of the gross proceeds were received in the form of a waiver of the Company's December 1, 2022 interest payment on the Convertible Notes. The warrants have an exercise price of $8.22 per share, are exercisable six months following the date of issuance, and will expire five years following the initial exercise date.

Additionally, the Company agreed with certain institutional investors to amend outstanding warrants previously issued (i) in the February Units to purchase up to 104,895 shares of common stock with an exercise price of $171.50 per share and (ii) in the June Units to purchase up to 403,887 shares of common stock with an exercise price of $71.00 per share. Accordingly, the Company agreed to (i) lower the exercise price of such existing warrants to $8.22 per share, (ii) provide that such existing warrants, as amended, will not be exercisable until May 9, 2023 and (iii) extend the original expiration date of such existing warrants to May 9, 2028.

Pursuant to ASC 815, the Company deemed the new warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $6.0 million determined using the Black-Scholes Model. As the total fair value of the warrant liability and common stock exceeds the in-kind payment proceeds of $3.8 million, the Company recorded an extinguishment loss of the $1.6 million excess to other income, net in the consolidated statements of operations. The warrant liability was remeasured at $3.0 million as of December 31, 2022 and the Company recognized a gain on warrant liability in the amount of $3.0 million in the consolidated statements of operations during the year ended December 31, 2022. The Company incurred a total of $0.8 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis. The modified warrants are equity classified both before and after the modification and were fair valued as of the date of the amendment, this resulted in an increase in the value of the warrants and an additional $0.9 million was recorded to additional paid in capital on the consolidated balance sheet.

At-The-Market Sales Agreement and Offering

In November 2021, the Company entered into an At Market Issuance Sales Agreement ("ATM Sale Agreement") with B. Riley Securities, Inc., BTIG, LLC, and H.C. Wainwright & Co. LLC ("Agents"), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $90.0 million from time to time, in “at the market” offerings through the Agents. In connection with the November 2022 Offering, the aggregate price was reduced to $70.0 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. The Agents will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the ATM Sale Agreement. During the three months ended December 31, 2021, the Company received net proceeds of $4.6 million, after deducting commissions and other offering expenses, from the sale of 70,550 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $71.00 per share. During the three months ended December 31, 2022, the Company received net proceeds of $0.6 million, after deducting commissions and other offering expenses, from the sale of 52,620 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $10.93 per share. During the year ended December 31, 2022, the Company received net proceeds of $7.1 million, after deducting commissions and other offering expenses, from the sale of 317,155 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $30.27 per share.

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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 14
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 12. 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 restricted stock units. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize.

On May 5, 2021, holders of a majority of the outstanding common stock executed a written consent approving the Fourth Amended and Restated 2018 Equity Incentive Plan ("2018 Fourth Amended Plan"), which provides for an automatic annual increase in the number of shares of common stock reserved for issuance. As of December 31, 2022 there were 450,941 shares available for issuance under the 2018 Fourth Amended Plan.

On November 3, 2021, the Company's board of directors approved and adopted the Company’s 2021 Inducement Plan ("2021 Inducement Plan") to provide for the reservation of 260,000 shares of the Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company. As of December 31, 2022, 110,799 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 Second Amended and Restated 2012 Stock Plan, the 2018 Fourth Amended Plan and the 2021 Inducement Plan during the year ended December 31, 2022:


	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021		344,713		$	118.03
Options granted		357,798		$	20.90
Options exercised		—		$	—
Options forfeited/cancelled		(119,954	)	$	110.67
Balance at December 31, 2022		582,557		$	59.89		8.25	$	—
Vested and expected to vest at December 31, 2022		582,557		$	59.89		8.25	$	—
Vested and exercisable at December 31, 2022		164,576		$	113.99		6.17	$	—

The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2022 and 2021:


	Year ended December 31,
	2022	2021
Risk-free interest rate	2.0% - 4.2%	0.6% - 1.4%
Expected volatility	90.7% - 101.3%	52.9% - 77.0%
Expected dividend yield	―	―
Expected life (years)	5.5 - 6.3	3.0 - 6.3

The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $19.09 per option and $53.28 per option, respectively.

Restricted Stock Units

The following table summarizes RSU activity for the year ended December 31, 2022:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2021		155,153		$	95.32
Granted		213,066		$	20.87
Vested		(45,336	)	$	99.70
Forfeited/cancelled		(44,771	)	$	86.73
Balance at December 31, 2022		278,112		$	38.95

2020 Employee Stock Purchase Plan

In June 2020, the Company’s board of directors adopted the ESPP with 20,400 shares of common stock reserved for future issuance under the ESPP. The ESPP also provides for automatic annual increases in the number of shares of common stock reserved for issuance. As of December 31, 2022 there were 47,450 total shares of common stock reserved for future issuance. The ESPP was suspended on November 6, 2022. All employee payroll withholdings related to the ESPP were either reimbursed or shares were purchased subsequent to the suspension of the program.

Stock-Based Compensation Expense

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


	Year Ended December 31,
	2022		2021
Research and development		2,626		3,584
Selling, general and administrative		5,178		8,378
Discontinued operations		—		1,594
Total stock-based compensation expense	$	7,804	$	13,556

At December 31, 2022 there was $10.5 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.82 years and $9.4 million of compensation cost related to unvested RSUs expected to be recognized over a remaining weighted average vesting period of 2.99 years.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 13. Income Taxes

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


	Year Ended December 31,
	2022			2021
Current provision:
Federal	$	(546	)	$	—
State		(347	)		—
Foreign		126			—
		(767	)		—
Deferred expense:
Federal		347			(119	)
State		—			—
		347			(119	)
Net income tax provision	$	(420	)	$	(119	)

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


	Year Ended December 31,
	2022			2021
Income tax benefit at U.S. federal statutory rate	$	(10,343	)	$	(37,514	)
Federal research and development credit		—			2,978
Convertible debt and warrant liabilities		(4,390	)		12,225
Stock-based compensation		1,504			1,700
Tax refunds		(900	)		—
Change in valuation allowance		13,004			18,211
Other		705			2,281
Total income tax benefit	$	(420	)	$	(119	)

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 are presented below (in thousands):


	December 31, 2022			December 31, 2021
Deferred tax assets:
Net operating losses and carryforwards	$	137,149		$	124,230
Section 174 Capitalization		4,027			—
Reserves		949			3,454
Intangible assets		—			1,571
Accrued expenses		527			1,447
Lease liability		343			—
Stock-based compensation		2,591			2,603
Other, net		101			112
Total deferred tax assets		145,687			133,417
Deferred tax liabilities:
Fixed assets		(726	)		(864	)
Intangible assets		(1,201	)		—
Investment in Enumera		(1,317	)		—
ROU asset		(340	)		—
Prepaid expenses		(743	)		(1,123	)
Adoption of ASC 606		—			(1,341	)
Convertible debt		(552	)		(677	)
Other, net		—			(33	)
Total deferred tax liabilities		(4,879	)		(4,038	)
Net deferred tax assets		140,808			129,379
Less: valuation allowance		(141,155	)		(129,379	)
Net deferred tax liabilities	$	(347	)	$	—

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred assets. At such time as it is determined that it is more likely than not that the deferred tax asset will be realized, the valuation allowance will be reduced. The change in the valuation allowance for the year ended December 31, 2022 was an increase of $11.8 million.

At December 31, 2022, the Company had federal and state income tax net operating loss (“NOL”) carryforwards of approximately $504.9 million and $246.3 million, respectively. The U.S. federal net operating losses will be carried forward indefinitely and state net operating losses will begin to expire in various years, depending on the applicable jurisdiction. Federal net operating loss carryforwards generated post TCJA may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. In addition, the Company had federal and state research and expenditure credit carryforwards of approximately $8.7 million and $1.4 million, respectively, as of December 31, 2022. The federal research and expenditure credit will begin to expire after 2033 if unused and the state research and expenditure credit may be carried forward indefinitely.

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

In accordance with ASC 740-10, Income Taxes—Overall, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no uncertain tax positions at December 31, 2022.

The Company is subject to taxation in the United States, various U.S. state jurisdictions. Multiple tax years remain open to examination depending on the applicable jurisdiction. The Company’s policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2022, there were no interest and penalties related to uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 14. Net Loss Per Share

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


	Year Ended December 31,
	2022		2021
Stock options to purchase common stock		582,557		344,713
Restricted stock units		278,112		155,153
Common stock warrant		2,331,597		1,047,352
Common stock issuable upon conversion of Convertible Notes		1,623,547		1,623,547
Total		4,815,813		3,170,765

Employee Benefit Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 15. Employee Benefit Plan

The Company has a qualified 401(k) employee savings plan for the benefit of its employees ("401(k) Plan"). Substantially all employees are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, employees can contribute and defer taxes on compensation contributed. The Company has the option to make discretionary profit-sharing contributions to the 401(k) Plan. The Company made employer contributions to the 401(k) Plan of $0.5 million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

Note 16. Quarterly Financial Data (Unaudited)

The following tables present selected quarterly financial data for the years presented (in thousands, except per share data):


	Three Months Ended
2022	December 31,			September 30,			June 30,			March 31,
Revenues	$	14		$	80		$	104		$	107
Loss from continuing operations		(13,469	)		(14,874	)		(5,997	)		(14,490	)
(Loss) gain from discontinued operations		(253	)		9,760			484			682
Net loss		(13,722	)		(5,114	)		(5,513	)		(13,808	)
Net loss per share, basic and diluted		(1.64	)		(0.68	)		(0.75	)		(1.88	)

2021
Revenues	$	435		$	182		$	463		$	167
Loss from continuing operations		(82,787	)		(36,874	)		(41,400	)		(17,460	)
Loss from discontinued operations		(10,087	)		(6,870	)		(37,131	)		(14,803	)
Net loss		(92,874	)		(43,744	)		(78,531	)		(32,263	)
Net loss per share, basic and diluted		(13.98	)		(11.41	)		(30.70	)		(14.03	)

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 17. Subsequent Events

From January 1, 2023 through February 16, 2023, the Company received net proceeds of $12.6 million, after deducting commissions and other offering expenses, from the sale of 2,853,109 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $4.69 per share.

On January 12, 2023, the Company issued warrants to purchase 90,000 shares of common stock to an institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering securities purchase agreement. The warrant has an exercise price of $8.22, is exercisable beginning on May 9, 2023 and expires on May 9, 2028.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Financial Statement Presentation Change

Use of Estimates

Operating Segments

Assets Held for Sale and Discontinued Operations

Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 4.

Investments

Revenue Recognition

The Company applies the following practical expedients and exemptions:

•

Incremental costs incurred to obtain a contract are expensed as incurred because the related amortization period would be one year or less. The costs are included in selling and marketing expenses.

•

Payor Concentration


		Percentage of Accounts Receivable
		December 31, 2021
Blue Shield of Texas		4.0%
United Healthcare		7.2%
Government Health Benefits Programs		55.8%


		Percentage of Revenue (1)
		Year Ended December 31, 2021
Blue Shield of Texas		10.7%
Aetna		7.3%
Cigna		5.7%
United Healthcare		6.7%
Government Health Benefits Programs		23.2%

(1) Percentage of revenue table shows amounts as a percentage of total revenue, including revenue classified as discontinued operations. Refer to Note 5 for details of the breakdown of revenue.

Accounts Receivable

Cash and Cash Equivalents including Concentration of Credit Risk

Property and Equipment, Net


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8
Building		15

Assets acquired under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. Land is not depreciated.

Leases

Goodwill

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

Embedded Derivative Related to Convertible Notes

Common Stock Warrant Liability

Common Stock Warrant Liabilities

Repair and Maintenance

Repairs and Maintenance

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

Research and Development

Selling, General and Administrative

Stock-Based Compensation

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

Net Loss Per Share

Income Taxes

Comprehensive Loss

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

Emerging Growth Company Status

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues


		Percentage of Accounts Receivable
		December 31, 2021
Blue Shield of Texas		4.0%
United Healthcare		7.2%
Government Health Benefits Programs		55.8%


		Percentage of Revenue (1)
		Year Ended December 31, 2021
Blue Shield of Texas		10.7%
Aetna		7.3%
Cigna		5.7%
United Healthcare		6.7%
Government Health Benefits Programs		23.2%

(1) Percentage of revenue table shows amounts as a percentage of total revenue, including revenue classified as discontinued operations. Refer to Note 5 for details of the breakdown of revenue.

Summary of Estimated Useful Life of Property and Equipment


Property and Equipment	Estimated Useful Life (in years)
Computers and software		3
Laboratory equipment		5
Furniture, fixtures, and office equipment		8
Building		15

Strategic Transformation (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

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

The following table presents the combined results of discontinued operations of the Laboratory Operations (in thousands):


	Year Ended December 31,
	2022		2021
Revenues (1)	$	11,848	$	59,362
Cost of sales		—		63,741
Gross profit (loss)		11,848		(4,379	)
Operating expenses:
Research and development		—		1,590
Selling and marketing		—		38,753
General and administrative		1,175		18,247
Total operating expenses		1,175		58,590
Other expense, net		—		(5,922	)
Net income (loss) from discontinued operations	$	10,673	$	(68,891	)

(1) Refer to Note 10 for further discussion regarding the partial reversal of a previously-established accrual related to a third-party claim of recoupment during the year ended December 31, 2022.

The following table presents the carrying amounts of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022		December 31, 2021

Current assets of disposal group held for sale
Property and equipment, net		2,603		2,493
Total current assets of disposal group held for sale (2)	$	2,603	$	2,493

- Definition

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

+ References

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+ Details

Revenues (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues by Payor

The following tables show revenues disaggregated by payor type and revenue classification (in thousands):


	Year Ended December 31, 2021
Commercial third-party payors	$	42,100
Government health benefit programs (1)		14,085
Patient/laboratory distribution partners		4,424
Total revenues	$	60,609


Classification	Year Ended December 31, 2022		Year Ended December 31, 2021
Revenue from continuing operations	$	305	$	1,247
Revenue from discontinued operations		11,848		59,362
Total revenues	$	12,153	$	60,609

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Prepaid Expenses and Other Current Assets

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


	December 31, 2022		December 31, 2021
Prepaid expenses	$	3,634	$	6,123
Other current assets		565		1,109
Total	$	4,199	$	7,232

Summary of Property and Equipment, Net

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


	December 31, 2022			December 31, 2021
Computers and software	$	2,715		$	5,004
Building and leasehold improvements		750			437
Laboratory equipment		958			2,688
Furniture, fixtures, and office equipment		1,138			1,142
Construction in progress		92			16
Total property and equipment		5,653			9,287
Less accumulated depreciation and amortization		(3,999	)		(5,621	)
Property and equipment, net	$	1,654		$	3,666

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Investment in Enumera	$	6,000	$	—
Other		201		326
Total	$	6,201	$	326

Summary of Goodwill Activity

A summary of the activity in goodwill is presented below (in thousands):


Balance at December 31, 2020 (1)	$	6,219
Reduction of goodwill related to disposition		(147	)
Balance at December 31, 2021 and December 31, 2022	$	6,072

(1) The beginning balance as of December 31, 2020 includes the amount of Goodwill classified in assets held for sale.

Summary of Accrued Expenses and Other Current Liabilities

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


	December 31, 2022		December 31, 2021
Accrual for reimbursement claims and settlements, current (1)	$	8,372	$	18,127
Commissions and bonuses		1,433		3,883
Vacation and payroll benefits		1,724		6,894
Accrued professional services		307		652
Accrued interest		890		802
Lease liabilities, current		893		—
Insurance financing		445		489
Contract liabilities		47		301
Other (2)		2,050		3,009
Total	$	16,161	$	34,157

(1) All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

Summary of Other Long-term Liabilities

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


	December 31, 2022		December 31, 2021
Accrual for reimbursement claims and settlements, net of current portion (1)	$	—	$	192
Lease liabilities, net of current portion		601		—
Other (2)		4,095		5,622
Total	$	4,696	$	5,814

(1) All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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

At December 31, 2022 and 2021, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions:


	December 31, 2022		December 31, 2021
Risk-free interest rate	4.0%		1.3%
Expected volatility	106.2% - 107.1%		91.9%
Stock price	$	3.30	$	52.25
Expected life (years)	3.6 - 5.4		4.6

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


	Level 1		Level 2		Level 3
December 31, 2022
Money market funds (1)	$	5	$	—	$	—
Warrant Liabilities	$	—	$	—	$	3,538

December 31, 2021
Money market funds (1)	$	85,866	$	—	$	—
Warrant Liabilities	$	—	$	—	$	18,731

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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases

As of December 31, 2022, future lease payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2023	$	965
2024		235
2025		209
2026		215
2027 and thereafter		18
Total minimum lease payments		1,642
Less: interest		(148	)
Present value of lease liabilities	$	1,494

As of December 31, 2021, net minimum payments under the non-cancelable operating leases were as follows (in thousands):


Year ending December 31,	Minimum Operating Lease Payments
2022	$	2,141
2023		1,086
2024		237
2025		208
2026 and thereafter		251
Total future minimum lease payments	$	3,923

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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, 2021		344,713		$	118.03
Options granted		357,798		$	20.90
Options exercised		—		$	—
Options forfeited/cancelled		(119,954	)	$	110.67
Balance at December 31, 2022		582,557		$	59.89		8.25	$	—
Vested and expected to vest at December 31, 2022		582,557		$	59.89		8.25	$	—
Vested and exercisable at December 31, 2022		164,576		$	113.99		6.17	$	—

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

The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2022 and 2021:


	Year ended December 31,
	2022	2021
Risk-free interest rate	2.0% - 4.2%	0.6% - 1.4%
Expected volatility	90.7% - 101.3%	52.9% - 77.0%
Expected dividend yield	―	―
Expected life (years)	5.5 - 6.3	3.0 - 6.3

Summary of Restricted Stock Units Activity

The following table summarizes RSU activity for the year ended December 31, 2022:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2021		155,153		$	95.32
Granted		213,066		$	20.87
Vested		(45,336	)	$	99.70
Forfeited/cancelled		(44,771	)	$	86.73
Balance at December 31, 2022		278,112		$	38.95

Schedule of Stock-based Compensation Expense

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


	Year Ended December 31,
	2022		2021
Research and development		2,626		3,584
Selling, general and administrative		5,178		8,378
Discontinued operations		—		1,594
Total stock-based compensation expense	$	7,804	$	13,556

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Provision for Income Taxes

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


	Year Ended December 31,
	2022			2021
Current provision:
Federal	$	(546	)	$	—
State		(347	)		—
Foreign		126			—
		(767	)		—
Deferred expense:
Federal		347			(119	)
State		—			—
		347			(119	)
Net income tax provision	$	(420	)	$	(119	)

Summary of Components of Income Tax Benefit

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


	Year Ended December 31,
	2022			2021
Income tax benefit at U.S. federal statutory rate	$	(10,343	)	$	(37,514	)
Federal research and development credit		—			2,978
Convertible debt and warrant liabilities		(4,390	)		12,225
Stock-based compensation		1,504			1,700
Tax refunds		(900	)		—
Change in valuation allowance		13,004			18,211
Other		705			2,281
Total income tax benefit	$	(420	)	$	(119	)

Summary of Deferred Tax Assets and Deferred Tax Liabilities

Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 are presented below (in thousands):


	December 31, 2022			December 31, 2021
Deferred tax assets:
Net operating losses and carryforwards	$	137,149		$	124,230
Section 174 Capitalization		4,027			—
Reserves		949			3,454
Intangible assets		—			1,571
Accrued expenses		527			1,447
Lease liability		343			—
Stock-based compensation		2,591			2,603
Other, net		101			112
Total deferred tax assets		145,687			133,417
Deferred tax liabilities:
Fixed assets		(726	)		(864	)
Intangible assets		(1,201	)		—
Investment in Enumera		(1,317	)		—
ROU asset		(340	)		—
Prepaid expenses		(743	)		(1,123	)
Adoption of ASC 606		—			(1,341	)
Convertible debt		(552	)		(677	)
Other, net		—			(33	)
Total deferred tax liabilities		(4,879	)		(4,038	)
Net deferred tax assets		140,808			129,379
Less: valuation allowance		(141,155	)		(129,379	)
Net deferred tax liabilities	$	(347	)	$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

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


	Year Ended December 31,
	2022		2021
Stock options to purchase common stock		582,557		344,713
Restricted stock units		278,112		155,153
Common stock warrant		2,331,597		1,047,352
Common stock issuable upon conversion of Convertible Notes		1,623,547		1,623,547
Total		4,815,813		3,170,765

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Financial Data

The following tables present selected quarterly financial data for the years presented (in thousands, except per share data):


	Three Months Ended
2022	December 31,			September 30,			June 30,			March 31,
Revenues	$	14		$	80		$	104		$	107
Loss from continuing operations		(13,469	)		(14,874	)		(5,997	)		(14,490	)
(Loss) gain from discontinued operations		(253	)		9,760			484			682
Net loss		(13,722	)		(5,114	)		(5,513	)		(13,808	)
Net loss per share, basic and diluted		(1.64	)		(0.68	)		(0.75	)		(1.88	)

2021
Revenues	$	435		$	182		$	463		$	167
Loss from continuing operations		(82,787	)		(36,874	)		(41,400	)		(17,460	)
Loss from discontinued operations		(10,087	)		(6,870	)		(37,131	)		(14,803	)
Net loss		(92,874	)		(43,744	)		(78,531	)		(32,263	)
Net loss per share, basic and diluted		(13.98	)		(11.41	)		(30.70	)		(14.03	)

Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Carrying value of convertible notes, net of discount	$ 127,811				$ 126,392				$ 127,811	$ 126,392
Cash and cash equivalents	30,486				88,397				30,486	88,397
Accumulated deficit	826,843				788,686				826,843	788,686
Net loss	13,722	$ 5,114	$ 5,513	$ 13,808	$ 92,874	$ 43,744	$ 78,531	$ 32,263	38,157	247,412
Cash used in operating activities									64,417	$ 167,486
7.25% Convertible Senior Notes due 2025
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Carrying value of convertible notes, net of discount	$ 127,800								$ 127,800

- Definition

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

+ References

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+ Details

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Segment shares	Dec. 31, 2021 USD ($) shares	Jan. 03, 2023 shares	Jan. 01, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment	1
Impairment of long-lived assets	$ 500	$ 0
Advertising expense	$ 0	$ 600
Vesting period of stock options	4 years
Expected dividend yield	0.00%	0.00%
Minimum percentage of Recognized income tax positions	50.00%
Other comprehensive income or loss	$ 0
Right-of-use assets	1,482	$ 0
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]				Assets, Current
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	2,922	$ 0
Present value of lease liabilities	$ 1,494
Common stock, shares authorized \| shares	164,000,000	164,000,000
Adoption of ASC 606
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Adoption of ASC 842
Summary Of Significant Accounting Policies [Line Items]
Right-of-use assets				$ 2,200
Present value of lease liabilities				$ 2,200
Accounting Standards Update 2016-13
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Accounting Standards Update 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Accounting Standards Update 2021-04 Member
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2022
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Maximum
Summary Of Significant Accounting Policies [Line Items]
Amortization period	1 year
Common stock, shares authorized \| shares	350,000,000
Minimum \| Subsequent Event
Summary Of Significant Accounting Policies [Line Items]
Common stock, shares authorized \| shares			164,000,000

Summary of Significant Accounting Policies - Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues (Details) - Customer Concentration Risk

12 Months Ended

Dec. 31, 2021

Blue Shield of Texas | Accounts Receivable

Concentration Risk [Line Items]

Percentage of accounts receivable

4.00%

Blue Shield of Texas | Revenue

Concentration Risk [Line Items]

Percentage of revenues

10.70%

^[1]

Aetna | Revenue

Concentration Risk [Line Items]

Percentage of revenues

7.30%

^[1]

Cigna | Revenue

Concentration Risk [Line Items]

Percentage of revenues

5.70%

^[1]

United Healthcare | Accounts Receivable

Concentration Risk [Line Items]

Percentage of accounts receivable

7.20%

United Healthcare | Revenue

Concentration Risk [Line Items]

Percentage of revenues

6.70%

^[1]

Government Health Benefits Programs | Accounts Receivable

Concentration Risk [Line Items]

Percentage of accounts receivable

55.80%

Government Health Benefits Programs | Revenue

Concentration Risk [Line Items]

Percentage of revenues

23.20%

^[1]

[1]	Percentage of revenue table shows amounts as a percentage of total revenue, including revenue classified as discontinued operations. Refer to Note 5 for details of the breakdown of revenue.

Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computers and Software
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	3 years
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	5 years
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	8 years
Building
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	15 years

Variable Interest Entity - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2015	Dec. 31, 2021
Asset Purchase Agreement with Northwest Pathology
Variable Interest Entity [Line Items]
Proceeds from sale		$ 10.9
Avero
Variable Interest Entity [Line Items]
Term of agreement	10 years

Strategic Transformation (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	May 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on contract termination		$ 19,300
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]		Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
Gain (loss) on disposal of discontinued operation		$ 6,000
Proceeds from Sale of Other Assets		10,900
Net Assets		15,100
transaction costs		1,800
Gain on investment	$ 5,731	$ 0
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
Other income \| Enumera Molecular Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on investment	$ 5,700
Enumera Molecular Inc \| Series A-1 Preferred Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Minority ownership, percentage			25.00%

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Revenue

^[1]

$ 11,848

$ 59,362

Cost of sales

63,741

Gross profit (loss)

11,848

(4,379)

Research and development

1,590

Selling and marketing

38,753

General and administrative

1,175

18,247

Total operating expenses

1,175

58,590

Other expense, net

(5,922)

Net income (loss) from discontinued operations

$ 10,673

$ (68,891)

[1]	Refer to Note 10 for further discussion regarding the partial reversal of a previously-established accrual related to a third-party claim of recoupment during the year ended December 31, 2022.

Strategic Transformation - Summary of Carrying Amounts of the Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Disposal Group, Including Discontinued Operation, Assets [Abstract]

Total current assets of disposal group held for sale

$ 2,603

$ 2,493

Discontinued Operations, Held-for-sale [Member]

Disposal Group, Including Discontinued Operation, Assets [Abstract]

Property and equipment, net

2,603

2,493

Total current assets of disposal group held for sale

^[1]

$ 2,603

$ 2,493

[1]	) The Company is actively looking to sell the remaining assets of the Laboratory Operations and has classified them as held for sale and current in the consolidated balance sheets at December 31, 2022 and December 31, 2021.

- Definition

Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Revenues - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Performance obligations resulted in increase (decrease) of revenue	$ 2.0	$ 6.6

Revenues - Summary of Disaggregation of Revenues by Payor (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Disaggregation of Revenue [Line Items]

Total revenues

$ 12,153

$ 60,609

Commercial Third-party Payors

Disaggregation of Revenue [Line Items]

Total revenues

42,100

Government Health Benefit Programs

Disaggregation of Revenue [Line Items]

Total revenues

^[1]

14,085

Patient/Laboratory Distribution Partners

Disaggregation of Revenue [Line Items]

Total revenues

$ 4,424

[1]

The revenue amounts include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the year ended December 31, 2021. Revenues recognized reflect the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements.

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenues - Summary Of Disaggregation Of Revenue classification (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 12,153	$ 60,609
Revenue from Continuing Operations
Disaggregation of Revenue [Line Items]
Total revenues	305	1,247
Revenue from Discontinued Operations
Disaggregation of Revenue [Line Items]
Total revenues	$ 11,848	$ 59,362

- Definition

+ References

+ Details

Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 3,634	$ 6,123
Other current assets	565	1,109
Total	$ 4,199	$ 7,232

Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 5,653	$ 9,287
Less accumulated depreciation and amortization	(3,999)	(5,621)
Property and equipment, net	1,654	3,666
Computers and Software
Property, Plant and Equipment [Line Items]
Total property and equipment	2,715	5,004
Building and Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	750	437
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	958	2,688
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,138	1,142
Construction in Progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 92	$ 16

Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other	$ 201	$ 326
Total	6,201	326
Enumera Molecular Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in Enumera	$ 6,000	$ 0

Balance Sheet Components - Summary of Goodwill Activity (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Beginning Blalance

^[1]

$ 6,219

Reduction of goodwill related to disposition

$ (147)

Ending Balance

$ 6,072

[1]	The beginning balance as of December 31, 2020 includes the amount of Goodwill classified in assets held for sale.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Depreciation expense	$ 0.9	$ 1.4
Avero
Loss on sale of carrying value of goodwill		$ 0.1

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

Dec. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrual for reimbursement claims and settlements, current

^[1]

$ 8,372

$ 18,127

Commissions and bonuses

1,433

3,883

Vacation and payroll benefits

1,724

6,894

Accrued professional services

307

652

Accrued interest

890

802

Lease liabilities, current

893

Insurance financing

445

489

Contract liabilities

301

Other

^[2]

2,050

3,009

Total

$ 16,161

$ 34,157

[1]	All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.
[2]	Included in this amount are contracts that the Company will be responsible for that cannot be terminated; as there is no future benefit to the Company, they were expensed in discontinued operations in 2021.

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

Dec. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrual for reimbursement claims and settlements, net of current portion

^[1]

$ 0

$ 192

Lease liabilities, net of current portion

601

Other

^[2]

4,095

5,622

Total

$ 4,696

$ 5,814

[1]	All of the Company's revenues related to Laboratory Operations have been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet.
[2]	Included in this amount are contracts that the Company will be responsible for that cannot be terminated; as there is no future benefit to the Company, they were expensed in discontinued operations in 2021.

Fair Value Measurements - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
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
Fair value of the embedded derivative liability	0	0
Carrying value of convertible notes, net of discount	127,811,000	126,392,000
Fair value of convertible notes	$ 71,800,000	$ 86,600,000

Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities (Details) - Level 3 - Warrant Liability	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Stock price	$ 3.30	$ 52.25
Expected life (years)		4 years 7 months 6 days
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Expected life (years)	3 years 7 months 6 days
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Expected life (years)	5 years 4 months 24 days
Risk-free interest rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement inputs	4.0	1.3
Expected volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement inputs		91.9
Expected volatility \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement inputs	106.2
Expected volatility \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement inputs	107.1

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

Dec. 31, 2022

Dec. 31, 2021

Level 1 | Warrant Liability

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

Total liabilities at fair value

$ 0

Level 1 | Money Market Funds

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

Total assets at fair value

^[1]

85,866

Level 2 | Warrant Liability

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

Total liabilities at fair value

Level 2 | Money Market Funds

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

Total assets at fair value

^[1]

Level 3 | Warrant Liability

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

Total liabilities at fair value

3,538

18,731

Level 3 | Money Market Funds

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

Total assets at fair value

^[1]

$ 0

[1]	(1) Included in cash and cash equivalents in the accompanying consolidated balance sheets.

Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended	12 Months Ended
	Nov. 30, 2022 USD ($)	Oct. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) TradingDays shares	Dec. 31, 2021 USD ($) shares
Debt Instrument [Line Items]
Embedded derivative liability				$ 0	$ 0	$ 0
Unamortized discount				6,300	4,900	6,300
Amortization of debt discount and non-cash interest					1,419	1,572
Interest income (expense), net					10,990	12,636
Stock Issued During Period, Value, Conversion of Convertible Securities		$ 20,200				$ 44,607
Stock Issued During Period, Shares, New Issues \| shares						173,477
Inducement Loss		$ 9,800
Gain (Loss) on Extinguishment of Debt	$ 1,600				900
Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount and non-cash interest					$ 1,400	$ 1,600
Interest and Other Income (Expense), Net
Debt Instrument [Line Items]
Change in fair value of derivative liability						18,400
Minimum
Debt Instrument [Line Items]
Inducement Loss				1,400
7.25% Convertible Senior Notes due 2025
Debt Instrument [Line Items]
Principal amount			$ 168,500
Debt instrument, annual interest rate			7.25%
Debt instrument, issuance date			Dec. 07, 2020
Debt instrument, frequency of periodic payment			semi-annually
Debt instrument due date			Dec. 01, 2025
Debt instrument, initial payment date			Jun. 01, 2021
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes			11.1204
Debt instrument convertible initial conversion price \| $ / shares			$ 89.92
Debt instrument, redemption period, start date					Dec. 01, 2023
Debt instrument, convertible, threshold percentage of stock price trigger					130.00%
Debt instrument, convertible, threshold trading days \| TradingDays					20
Debt instrument, convertible, threshold consecutive trading days \| TradingDays					30
Events of default, description					The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7.5 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries
Debt instrument, effective interest rate					8.70%
Interest income (expense), net					$ 9,600	11,700
Outstanding balance				$ 132,700	132,700	132,700
7.25% Convertible Senior Notes due 2025 \| Minimum
Debt Instrument [Line Items]
Debt instrument, debt default, amount					$ 7,500
Common Stock [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities						$ 1
Stock Issued During Period, Shares, New Issues \| shares		340,554			1,117,155	3,006,481
Common Stock [Member] \| Minimum
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues \| shares		17,112
Common Stock [Member] \| Early Voluntary Conversion Option
Debt Instrument [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities						$ 15,600

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended				2 Months Ended	12 Months Ended
	Jan. 12, 2023	Jun. 01, 2021	Nov. 30, 2022	Oct. 31, 2021	Jun. 30, 2021	Feb. 28, 2021	Feb. 16, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2021	Jul. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common stock, shares outstanding								8,928,498	7,274,889
Interest expense								$ 10,990	$ 12,636
Issuance of common stock									173,477
Warrants to purchase number of common stock, shares										77,280	20,000
Warrants exercise price									$ 25.00		$ 0.025
7.25% Convertible Senior Notes due 2025
Related Party Transaction [Line Items]
Interest expense								$ 9,600	$ 11,700
Debt instrument, annual interest rate												7.25%
Securities Purchase Agreement
Related Party Transaction [Line Items]
Common stock outstanding, percentage			5.00%
Stock price			$ 7.50
Proceeds from waiver of cash interest payment obligation			$ 3,800
Subsequent Event \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock							2,853,109
Warrants to purchase number of common stock, shares	90,000
Warrants exercise price	$ 8.22
Date from which warrants are exercisable	May 09, 2023
Warrants maturity date	May 09, 2028
Private Placement \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock					647,773	174,825
Stock price					$ 61.75	$ 143.00
Warrants to purchase number of common stock, shares					647,773	174,825			243,886
Warrants exercise price					$ 71.00	$ 171.50			$ 71.00
Common Stock
Related Party Transaction [Line Items]
Issuance of common stock				340,554				1,117,155	3,006,481
Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock			800,000	533,333
Warrants to purchase number of common stock, shares			800,000
Common Stock \| Private Placement \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock					627,773	174,825
Athyrium
Related Party Transaction [Line Items]
Common stock, shares outstanding								1,694,484	1,157,405
Common stock outstanding, percentage								19.00%	15.60%
Aggregate principal amount of convertible notes								$ 103,500	$ 103,500
Accrued interest expense								$ 600	$ 600
Interest expense		$ 3,600
Issuance of common stock								50,724
Athyrium \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock price			$ 7.50
Warrants exercise price			$ 8.22
Proceeds from waiver of cash interest payment obligation			$ 3,800
Athyrium \| Securities Purchase Agreement \| 7.25% Convertible Senior Notes due 2025
Related Party Transaction [Line Items]
Interest expense			$ 3,800
Debt instrument, annual interest rate			7.25%
Athyrium \| Common Stock
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding								824,136
Warrants to purchase number of common stock, shares									323,883
Athyrium \| Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Issuance of common stock			500,250
Warrants to purchase number of common stock, shares			500,250
Athyrium \| Common Stock \| Amend outstanding warrants
Related Party Transaction [Line Items]
Warrants to purchase number of common stock, shares			323,886
Warrants exercise price			$ 71.00
Athyrium \| Common Stock \| Private Placement
Related Party Transaction [Line Items]
Issuance of common stock					323,886
Warrants exercise price								$ 8.22	$ 71.00
Athyrium \| Warrant [Member]
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding									16,006
Athyrium \| Warrant [Member] \| Private Placement
Related Party Transaction [Line Items]
Shares issued, price per share					$ 61.75
Common stock, shares outstanding					323,886
Warrants exercise price									$ 347.50

Commitments and Contingencies - Additional Information (Details)				1 Months Ended		12 Months Ended		24 Months Ended
	Dec. 22, 2020 Case	Dec. 03, 2020 Case	Jul. 23, 2020 USD ($)	Nov. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 23, 2022	Jul. 21, 2021 USD ($)	Nov. 16, 2020 USD ($)	Jul. 21, 2020 State
Commitment And Contingencies [Line Items]
Rent expense							$ 5,100,000
Weighted average imputed interest rate						7.80%
Number of states participating in settlement \| State											45
Aggregate amount of historical payments							3,300,000		$ 5,700,000	$ 27,400,000
Number of actions pending \| Case	2	2
Right-of-use assets						$ 1,482,000	0
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]						Accrued Expenses And Other Liabilities Current
Current operating lease liability						$ 893,000	0
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]						Other Liabilities, Noncurrent
Long-term operating lease liability						$ 601,000	0
Operating lease costs						1,500,000
Operating Lease Payments						$ 1,600,000
weighted-average remaining lease term						2 years 3 months 18 days
ClaimSettlementAmountRefunded						$ 11,000,000
Payor Recoupment						1,100,000
Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance						7,100,000	6,900,000
Other Long Term Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance							200,000
Aetna Settlement Agreement
Commitment And Contingencies [Line Items]
Litigation settlement agreement date				November 2019
Litigation settlement amount agreed to pay to other party				$ 15,000,000.0
United Health Group Settlement Agreement
Commitment And Contingencies [Line Items]
Litigation settlement agreement date					September 30, 2019
Litigation settlement amount agreed to pay to other party					$ 30,000,000.0
SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Initial payment amount							5,000,000.0
Interest rate								1.25%
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act			26.00%
Maximum acceleration amount						4,100,000
Income tax discrete benefit related to net operating loss, CARES Act						$ 0	$ 0
Minimum \| SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act			$ 5,000,000.0

Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 965	$ 2,141
2024	235	1,086
2025	209	237
2026	215	208
2027 and thereafter	18	251
Total future minimum lease payments	1,642	$ 3,923
Less: interest	$ (148)
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accrued Expenses And Other Liabilities Current
Present value of lease liabilities	$ 1,494

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands					1 Months Ended							2 Months Ended	3 Months Ended				12 Months Ended
	Jan. 03, 2023 shares	Dec. 19, 2022 shares	Nov. 10, 2022 Vote $ / shares	Aug. 31, 2021 USD ($) $ / shares shares	Nov. 30, 2022 USD ($) $ / shares shares	Nov. 30, 2021 USD ($)	Oct. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Aug. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) $ / shares shares	Feb. 16, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 12, 2023 $ / shares shares	Jul. 31, 2021 $ / shares shares	Dec. 31, 2020 shares
Class Of Stock [Line Items]
Common stock authorized to issue \| shares													164,000,000	164,000,000			164,000,000	164,000,000
Proceeds from issuance of common stock, net					$ 9,000		$ 18,700										$ 9,014	$ 46,776
Stock Issued During Period, Shares, New Issues \| shares																		173,477
Stock Issued During Period, Value, New Issues																	9,282	$ 46,554
Warrants exercise price \| $ / shares														$ 25.00				$ 25.00		$ 0.025
Gross proceeds from warrants																	3,318	$ 79,448
Total issuance cost					800				$ 2,800	$ 2,100	$ 1,400
Warrant issuance cost										700							500
Common stock issuance cost										1,400							900
Remeasurement of warrant liability										31,800			$ 500	$ 18,700	$ 31,800	$ 10,200	500	18,700
Warrant liability, remeasured					6,000								3,538	18,731			3,538	18,731
Gain (loss) on warrant liabilities				$ 3,400				$ 1,900							$ (5,100)	$ 2,600	18,200	(6,700)
Change in fair value of warrant liability									$ 41,800								(20,904)	54,157
Loss on extinguishment					1,600												900
Proceeds from Warrant Exercises																	0	46,000
Accumulated deficit													$ 826,843	$ 788,686			$ 826,843	$ 788,686
Common stock issued upon exercise of warrants \| shares																		1,147,365
Adjusted common stock purchase warrant to purchase shares of common stock \| shares				77,280					77,280											20,000
Number of vote per preferred stock held \| Vote			3,000
Increase in fair value of warrants recorded to additional paid in capital					$ 900
Subsequent Event [Member]
Class Of Stock [Line Items]
Reverse stock split description	On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock.
Series X preferred stock
Class Of Stock [Line Items]
Preferred stock, shares outstanding \| shares		136,961											136,961				136,961
Preferred stock, par value \| $ / shares			$ 0.001
Undesignated Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized \| shares													10,000,000				10,000,000
Redeemable Preferred Stock
Class Of Stock [Line Items]
Stock redeemed or called during period, shares \| shares		86,210
Minimum \| Subsequent Event [Member]
Class Of Stock [Line Items]
Common stock authorized to issue \| shares	164,000,000
Maximum
Class Of Stock [Line Items]
Common stock authorized to issue \| shares													350,000,000				350,000,000
Accounting Standards Update 2017-12 [Member]
Class Of Stock [Line Items]
Proceeds from issuance of common stock, net																	$ 12,200
Gross proceeds from warrants																	$ 12,800
Amendment One
Class Of Stock [Line Items]
Warrants exercise price \| $ / shares					$ 171.50
Adjusted common stock purchase warrant to purchase shares of common stock \| shares					104,895
Amendment Two
Class Of Stock [Line Items]
Warrants exercise price \| $ / shares					$ 71.00
Adjusted common stock purchase warrant to purchase shares of common stock \| shares					403,887
Common Stock
Class Of Stock [Line Items]
Proceeds from issuance of common stock, net										13,400
Stock Issued During Period, Shares, New Issues \| shares							340,554										1,117,155	3,006,481
Stock Issued During Period, Value, New Issues																	$ 1	$ 2
Shares outstanding \| shares													9,098,844	7,429,458			9,098,844	7,429,458			2,371,477
Number of shares issued on conversion/exchange \| shares																		531,144
Common Stock \| Subsequent Event [Member]
Class Of Stock [Line Items]
Common stock authorized to issue \| shares	164,000,000
Common Stock \| Minimum
Class Of Stock [Line Items]
Stock Issued During Period, Shares, New Issues \| shares							17,112
Common Stock \| Accounting Standards Update 2017-12 [Member]
Class Of Stock [Line Items]
Gross proceeds from warrants										$ 26,600
Over allotment Warrant Option
Class Of Stock [Line Items]
Gross proceeds from warrants					$ 3,800				$ 37,400
Remeasurement of warrant liability													$ 3,000				$ 3,000
Gain (loss) on warrant liabilities				$ (8,100)													$ 3,000
Change in fair value of warrant liability									$ 6,200
Warrant Liability
Class Of Stock [Line Items]
Gain (loss) on warrant liabilities																		$ 41,600
Proceeds from Warrant Exercises																		28,700
Securities Purchase Agreement
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares					$ 7.50
Proceeds from Warrant Exercises																		$ 17,300
Securities Purchase Agreement \| Subsequent Event [Member]
Class Of Stock [Line Items]
Sale of stock weighted average purchase price \| $ / shares												$ 4.69
Proceeds from issuance of common stock, net												$ 12,600
Stock Issued During Period, Shares, New Issues \| shares												2,853,109
Warrants exercise price \| $ / shares																			$ 8.22
Adjusted common stock purchase warrant to purchase shares of common stock \| shares																			90,000
Securities Purchase Agreement \| Common Stock
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares							$ 37.50
Stock Issued During Period, Shares, New Issues \| shares					800,000		533,333
Adjusted common stock purchase warrant to purchase shares of common stock \| shares					800,000
ATM Sale Agreement
Class Of Stock [Line Items]
Common stock issued and sold \| shares													52,620	70,550			317,155
Sale of stock weighted average purchase price \| $ / shares													$ 10.93	$ 71.00			$ 30.27
Proceeds from Sale of Equity													$ 600	$ 4,600			$ 7,100
ATM Sale Agreement \| B. Riley Securities, Inc and Other Agents
Class Of Stock [Line Items]
Aggregate offering price					$ 70,000	$ 90,000
Rate of Commission Proposed for Agents						3.00%
Underwritten Public Offering
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares				$ 25.00	$ 7.50				$ 25.00
Warrants exercise price \| $ / shares				$ 25.00	$ 8.22				$ 25.00
Proceeds from issuance of common stock warrants									$ 37,400
Warrants to purchase shares of common stock \| shares				1					1
Option Warrants Available To Purchase For Underwriters \| shares				240,000					240,000
Shares issued, price per share \| $ / shares				$ 0.25					$ 0.25
Shares issued, price per share \| $ / shares				$ 24.75					$ 24.75
Adjusted common stock purchase warrant to purchase shares of common stock \| shares				1,600,000	1,300,250				1,600,000
Underwritten Public Offering \| Maximum
Class Of Stock [Line Items]
Option Shares Available To Purchase For Underwriter \| shares				240,000					240,000
Underwritten Public Offering \| Common Stock
Class Of Stock [Line Items]
Common stock issued and sold \| shares					1,300,250				1,600,000
Private Placement \| Securities Purchase Agreement
Class Of Stock [Line Items]
Stock Issued During Period, Shares, New Issues \| shares										647,773	174,825
Stock Issued During Period, Value, New Issues										$ 40,000	$ 25,000
Warrants exercise price \| $ / shares										$ 71.00	$ 171.50			$ 71.00	$ 71.00			$ 71.00
Shares issued, price per share \| $ / shares										$ 61.75	$ 143.00				$ 61.75
Adjusted common stock purchase warrant to purchase shares of common stock \| shares										647,773	174,825			243,886	647,773			243,886
Private Placement \| Securities Purchase Agreement \| Common Stock
Class Of Stock [Line Items]
Stock Issued During Period, Shares, New Issues \| shares										627,773	174,825
Private Placement \| Securities Purchase Agreement \| Pre Funded Warrants
Class Of Stock [Line Items]
Warrants exercise price \| $ / shares										$ 0.025					$ 0.025
Adjusted common stock purchase warrant to purchase shares of common stock \| shares										20,000					20,000

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 03, 2021	Jun. 30, 2020	Feb. 28, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares authorized	164,000,000	164,000,000
Stock-based compensation expense	$ 7,804	$ 13,556
Weighted-average grant date fair value of options granted	$ 19.09	$ 53.28
Unrecognized compensation cost related to unvested stock options expected to be recognized amount	$ 10,500
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period	2 years 9 months 25 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to restricted stock options expected to be recognized amount	$ 9,400
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period	2 years 11 months 26 days
2012 Stock Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options issuable under the plan					0
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant	450,941
2020 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance	47,450			20,400
Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant			260,000
2021 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant	110,799

Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Stock Options Outstanding Balance at December 31, 2021 \| shares	344,713
Stock Options Outstanding Options granted \| shares	357,798
Stock Options Outstanding Options exercised \| shares	0
Stock Options Outstanding Options forfeited/cancelled \| shares	(119,954)
Stock Options Outstanding Balance at December 31, 2022 \| shares	582,557
Stock Options Outstanding Vested and expected to vest at December 31, 2022 \| shares	582,557
Stock Options Outstanding Vested and exercisable at December 31, 2021 \| shares	164,576
Weighted-Average Exercise Price Balance at December 31, 2021 \| $ / shares	$ 118.03
Weighted-Average Exercise Price Options granted \| $ / shares	20.90
Weighted-Average Exercise Price Options exercised \| $ / shares	0
Weighted-Average Exercise Price Options forfeited/cancelled \| $ / shares	110.67
Weighted-Average Exercise Price Balance at December 31, 2022 \| $ / shares	59.89
Weighted-Average Exercise Price Vested and expected to vest at December 30, 2021 \| $ / shares	59.89
Weighted-Average Exercise Price Vested and exercisable at December 30, 2021 \| $ / shares	$ 113.99
Weighted-Average Remaining Contractual Term (in years) Balance at December 31, 2022	8 years 3 months
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at December 31, 2022	8 years 3 months
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at December 31, 2022	6 years 2 months 1 day
Aggregate Intrinsic Value Balance at December 31, 2022 \| $	$ 0
Aggregate Intrinsic Value Vested and expected to vest at December 31, 2022 \| $	0
Aggregate Intrinsic Value Vested and exercisable at December 31, 2022 \| $	$ 0

Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate, minimum	2.00%	0.60%
Risk-free interest rate, maximum	4.20%	1.40%
Expected volatility, minimum	90.70%	52.90%
Expected volatility, maximum	101.30%	77.00%
Expected dividend yield	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	5 years 6 months	3 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	6 years 3 months 18 days	6 years 3 months 18 days

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	155,153
Number of Shares, Granted \| shares	213,066
Number of Shares, Vested \| shares	(45,336)
Number of Shares, Forfeited/cancelled \| shares	(44,771)
Number of Shares, Ending Balance \| shares	278,112
Weighted Average Grant Date Fair Value beginning of period \| $ / shares	$ 95.32
Weighted Average Grant Date Fair Value, Granted \| $ / shares	20.87
Weighted Average Grant Date Fair Value, Vested \| $ / shares	99.70
Weighted Average Grant Date Fair Value, Forfeited/cancelled \| $ / shares	86.73
Weighted Average Grant Date Fair Value end of period \| $ / shares	$ 38.95

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 7,804	$ 13,556
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	2,626	3,584
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	5,178	8,378
Discontinued operations
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 0	$ 1,594

Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current provision:
Federal	$ (546)	$ 0
State	(347)	0
Foreign	126	0
Current provision	(767)	0
Deferred expense:
Federal	347	(119)
State	0	0
Deferred expense	347	(119)
Net income tax provision	$ (420)	$ (119)

Income Taxes - Summary of Components of Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Income tax benefit at U.S. federal statutory rate	$ (10,343)	$ (37,514)
Federal research and development credit	0	2,978
Convertible debt and warrant liabilities	(4,390)	12,225
Stock-based compensation	1,504	1,700
Tax refunds	(900)	0
Change in valuation allowance	13,004	18,211
Other	705	2,281
Net income tax provision	$ (420)	$ (119)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses and carryforwards	$ 137,149	$ 124,230
Section 174 Capitalization	4,027	0
Reserves	949	3,454
Intangible assets	0	1,571
Accrued expenses	527	1,447
Lease liability	343	0
Stock-based compensation	2,591	2,603
Other, net	101	112
Total deferred tax assets	145,687	133,417
Deferred tax liabilities:
Fixed assets	(726)	(864)
Intangible assets	(1,201)	0
Investment in Enumera	(1,317)	0
ROU asset	(340)	0
Prepaid expenses	(743)	(1,123)
Adoption of ASC 606	0	(1,341)
Convertible debt	(552)	(677)
Other, net	0	(33)
Total deferred tax liabilities	(4,879)	(4,038)
Net deferred tax assets	140,808	129,379
Less: valuation allowance	(141,155)	(129,379)
Net deferred tax liabilities	$ (347)	$ 0

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax [Line Items]
Change in valuation allowance	$ 11,800
Deferred tax assets, valuation allowance	141,155	$ 129,379
Federal, net operating loss carryforwards	504,900
State income tax, net operating loss carryforwards	$ 246,300
Federal net operating loss carryforwards, percentage of taxable income	80.00%
Uncertain tax positions	$ 0
Uncertain income tax position, description	An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained
Interest and penalties related to uncertain tax positions	$ 0
Minimum
Income Tax [Line Items]
Percentage of uncertain income tax position	50.00%
Federal
Income Tax [Line Items]
Research and expenditure credit carryforwards	$ 8,700
Federal \| Research and Expenditure Credit Carryforwards
Income Tax [Line Items]
Net operating loss carryforwards, expiration date	Dec. 31, 2033
State and Local Jurisdiction
Income Tax [Line Items]
Research and expenditure credit carryforwards	$ 1,400

Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	4,815,813	3,170,765
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	582,557	344,713
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	278,112	155,153
Common Stock Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	2,331,597	1,047,352
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	1,623,547	1,623,547

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Benefit and Share-Based Payment Arrangement, Noncash Expense [Abstract]
Employee benefit plan, contributions by employer	$ 0.5	$ 2.4

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 14	$ 80	$ 104	$ 107	$ 435	$ 182	$ 463	$ 167	$ 305	$ 1,247
Loss from continuing operations	(13,469)	(14,874)	(5,997)	(14,490)	(82,787)	(36,874)	(41,400)	(17,460)	(48,830)	(178,521)
Loss from discontinued operations					(10,087)	(6,870)	(37,131)	(14,803)
(Loss) gain from discontinued operations	(253)	9,760	484	682					10,673	(68,891)
Net loss	$ (13,722)	$ (5,114)	$ (5,513)	$ (13,808)	$ (92,874)	$ (43,744)	$ (78,531)	$ (32,263)	$ (38,157)	$ (247,412)
EarningsPerShareBasic	$ (1.64)	$ (0.68)	$ (0.75)	$ (1.88)	$ (13.98)	$ (11.41)	$ (30.70)	$ (14.03)	$ (5.00)	$ (64.33)
EarningsPerShareDiluted	$ (1.64)	$ (0.68)	$ (0.75)	$ (1.88)	$ (13.98)	$ (11.41)	$ (30.70)	$ (14.03)	$ (5.00)	$ (64.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 65
-Paragraph 1
-Subparagraph (e)(4)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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

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Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
	Jan. 12, 2023	Nov. 30, 2022	Oct. 31, 2021	Feb. 16, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2021	Jul. 31, 2021
Subsequent Event [Line Items]
Proceeds from issuance of common stock, net		$ 9,000	$ 18,700		$ 9,014	$ 46,776
Issuance of stock, net, shares						173,477
Warrants to purchase number of common stock, shares							77,280	20,000
Warrants exercise price						$ 25.00		$ 0.025
Subsequent Event \| Securities Purchase Agreement
Subsequent Event [Line Items]
Proceeds from issuance of common stock, net				$ 12,600
Issuance of stock, net, shares				2,853,109
Warrants to purchase number of common stock, shares	90,000
Warrants exercise price	$ 8.22
Date from which warrants are exercisable	May 09, 2023
Warrants maturity date	May 09, 2028
Sale of stock weighted average purchase price				$ 4.69