![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Quantum Si Inc | NASDAQ:QSI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S Employer Identification No.)
|
|
||
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
||
3 |
||
Part I
|
4 |
|
Item 1.
|
4 |
|
4 |
||
5 |
||
6 |
||
7 |
||
8 |
||
Item 2.
|
21 |
|
Item 3.
|
29 |
|
Item 4.
|
29 |
|
Part II
|
30 |
|
Item 1.
|
30 |
|
Item 1A.
|
30 |
|
Item 2.
|
30 |
|
Item 3.
|
30 |
|
Item 4.
|
30 |
|
Item 5.
|
30 |
|
Item 6.
|
31 |
|
32 |
● |
the potential attributes and benefits of our commercialized PlatinumTM protein sequencing instrument and our other products once commercialized;
|
● |
the success, cost and timing of our product development activities;
|
● |
the commercialization and adoption of our existing products and the success of any product we may offer in the future;
|
● |
our manufacturing capabilities;
|
● |
our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product;
|
● |
the ability to maintain the listing of our Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”);
|
● |
our ongoing leadership transition;
|
● |
our ability to identify, in-license or acquire additional technology;
|
● |
our ability to maintain our existing license agreements and manufacturing arrangements;
|
● |
our ability to compete with other companies currently marketing or engaged in the development of products and services that serve customers engaged in
proteomic analysis, many of which have greater financial and marketing resources than us;
|
● |
the size and growth potential of the markets for our products, and the ability of each product to serve those markets once commercialized, either alone or in
partnership with others;
|
● |
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
|
● |
our financial performance;
|
● |
changes in applicable laws or regulations;
|
● |
our ability to raise financing in the future; and
|
● |
the impact of the COVID-19 pandemic on our business.
|
June 30,
2023 |
December 31,
2022 |
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Marketable securities
|
||||||||
Accounts receivable, net of allowance for estimated credit losses of $
|
||||||||
Inventory, net
|
||||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Internally developed software |
||||||||
Operating lease right-of-use assets
|
|
|
||||||
Other assets | ||||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued expenses and other current liabilities
|
|
|
||||||
Short-term operating lease liabilities
|
||||||||
Total current liabilities
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
Operating lease liabilities
|
||||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 15)
|
||||||||
Stockholders’ equity
|
||||||||
Class A Common stock, $
|
|
|
||||||
Class B Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Revenue:
|
||||||||||||||||
Product
|
$ | $ | $ | $ | ||||||||||||
Service
|
||||||||||||||||
Total revenue
|
||||||||||||||||
Cost of revenue
|
||||||||||||||||
Gross profit | ||||||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
||||||||||||
Total operating expenses
|
|
|
|
|
||||||||||||
Loss from operations
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Dividend income | ||||||||||||||||
Change in fair value of warrant liabilities
|
(
|
)
|
|
|
|
|||||||||||
Other income (expense), net
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
Loss before provision for income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Provision for income taxes
|
|
|
|
|
||||||||||||
Net loss and comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Net loss per common share attributable to common stockholders, basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
|
|
|
|
Class A
common stock
|
Class B
common stock
|
Additional
paid-in
|
Accumulated |
Total stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
deficit
|
equity
|
||||||||||||||||||||||
Balance - December 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Common stock issued upon vesting of restricted stock units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Stock-based compensation
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance - March 31, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Common stock issued upon vesting of restricted stock units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Stock-based compensation
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance - June 30, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Class A
common stock
|
Class B
common stock
|
Additional
paid-in
|
Accumulated |
Total stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
deficit
|
equity
|
||||||||||||||||||||||
Balance - December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Stock-based compensation
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Balance - March 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units
|
||||||||||||||||||||||||||||
Stock-based compensation
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance - June 30, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Six Months Ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Non-cash lease expense
|
||||||||
(Gain) loss on marketable securities
|
( |
) | ||||||
(Gain) loss on disposal of fixed assets
|
( |
) | ||||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||
Change in fair value of contingent consideration
|
( |
) | ||||||
Stock-based compensation
|
|
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
( |
) | ||||||
Inventory, net
|
( |
) | ||||||
Prepaid expenses and other current assets
|
(
|
)
|
|
|||||
Operating lease right-of-use assets | ( |
) | ( |
) | ||||
Other assets |
( |
) | ||||||
Accounts payable
|
(
|
)
|
|
|||||
Accrued expenses and other current liabilities
|
(
|
)
|
|
|||||
Other long-term liabilities
|
||||||||
Operating lease liabilities | ( |
) | ||||||
Net cash used in operating activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
||||
Internally developed software - capitalized costs
|
( |
) | ||||||
Purchases of marketable securities | ( |
) | ||||||
Sales of marketable securities
|
||||||||
Net cash provided by investing activities
|
$
|
|
$
|
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from exercise of stock options
|
|
|
||||||
Payment of contingent consideration - business acquisition
|
( |
) | ||||||
Payment of deferred consideration - business acquisition
|
( |
) | ||||||
Net cash provided by financing activities
|
$
|
|
$
|
|
||||
Net increase in cash and cash equivalents
|
|
|
||||||
Cash and cash equivalents at beginning of period
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Property and equipment purchased but not paid
|
$
|
|
$
|
|
● |
valuation allowance with respect to deferred tax assets;
|
● |
inventory valuation;
|
● |
assumptions used for leases;
|
● |
valuation of warrant liabilities;
|
● |
assumptions associated with revenue
recognition; and
|
● |
assumptions underlying the fair value used in the calculation of stock-based compensation.
|
Purchase Price
Allocation
|
||||
Prepaid expenses and other current assets
|
$
|
|
||
Property and equipment, net
|
|
|||
Goodwill
|
|
|||
Total
|
$
|
|
● |
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
|
● |
Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not
active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
● |
Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities.
|
Fair Value Measurement Level
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
June 30, 2023:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents - Money Market
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Marketable securities
|
||||||||||||||||
Total assets at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Warrants
|
|
|
|
|
||||||||||||
Total liabilities at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
Fair Value Measurement Level
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
December 31, 2022:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents - Money Market
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Marketable securities
|
||||||||||||||||
Total assets at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Warrants
|
|
|
|
|
||||||||||||
Total liabilities at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
June 30,
2023 |
December 31,
2022 |
|||||||
Laboratory and production equipment
|
$
|
|
$
|
|
||||
Computer equipment
|
|
|
||||||
Purchased software
|
|
|
||||||
Furniture and fixtures
|
|
|
||||||
Leasehold improvements | ||||||||
Construction in process
|
|
|
||||||
Property and equipment, gross |
|
|
||||||
Less: Accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net
|
$
|
|
$
|
|
June 30,
2023 |
December 31,
2022 |
|||||||
Employee compensation and benefits
|
$
|
|
$
|
|
||||
Contracted services
|
|
|
||||||
Business acquisition costs and contingencies | ||||||||
Legal fees
|
|
|
||||||
Other
|
|
|
||||||
Total accrued expenses and other current liabilities
|
$
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30, | |||||||||||||||
2023
|
2022
|
2023 |
2022 |
|||||||||||||
Operating lease cost
|
$
|
|
$
|
|
$ | $ | ||||||||||
Short-term lease cost
|
|
|
||||||||||||||
Variable lease cost
|
|
|
||||||||||||||
Total lease cost
|
$
|
|
$
|
|
$ | $ |
June 30,
|
December 31,
|
|||||||
2023
|
2022
|
|||||||
Weighted-average remaining lease term (years)
|
|
|
||||||
Weighted-average discount rate
|
|
%
|
|
%
|
Six months ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Operating cash paid to settle operating lease liabilities
|
$
|
|
$
|
|
||||
Right-of-use assets obtained in exchange for lease liabilities
|
$
|
|
$
|
|
Operating Leases
|
||||
Remainder of 2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
Thereafter
|
|
|||
Total undiscounted lease payments
|
$
|
|
||
Less: Imputed interest
|
|
|||
Less: Lease incentives (1)
|
|
|||
Total lease liabilities
|
$
|
|
(1)
|
|
Number of
Options
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining
Contractual Term
(Years)
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding at December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
|
|
||||||||||||||
Forfeited
|
(
|
)
|
|
|||||||||||||
Outstanding at June 30, 2023
|
|
$
|
|
|
$
|
|
||||||||||
Options exercisable at June 30, 2023
|
|
$ |
|
|
$
|
|
||||||||||
Vested and expected to vest at June 30, 2023
|
|
$
|
|
|
$
|
|
Number of
Shares
Underlying
RSUs
|
Weighted
Average Grant-
Date Fair Value
|
|||||||
Outstanding non-vested RSUs at December 31, 2022
|
|
$ | ||||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding non-vested RSUs at June 30, 2023
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Research and development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Selling, general and administrative
|
|
|
|
|
||||||||||||
Total stock-based compensation
|
$
|
|
$
|
|
$
|
|
$
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Numerator
|
||||||||||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Numerator for basic and diluted EPS - loss attributable to common stockholders
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator
|
||||||||||||||||
Common stock
|
||||||||||||||||
Denominator for basic and diluted EPS - weighted-average common stock
|
||||||||||||||||
Basic and diluted net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
June 30,
|
|||||||||
2023 |
2022 |
||||||||
Outstanding options to purchase common stock
|
|||||||||
Outstanding restricted stock units
|
|||||||||
Outstanding warrants
|
|||||||||
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the closing price of the Company’s common stock equals or exceeds $
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
% Change
|
2023
|
2022
|
% Change
|
||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||
Product
|
$
|
187
|
$
|
-
|
nm
|
$
|
438
|
$
|
-
|
nm
|
||||||||||||||
Service
|
18
|
-
|
nm
|
21
|
-
|
nm
|
||||||||||||||||||
Total revenue
|
205
|
-
|
nm
|
459
|
-
|
nm
|
||||||||||||||||||
Cost of revenue
|
127
|
-
|
nm
|
257
|
-
|
nm
|
||||||||||||||||||
Gross profit
|
78
|
-
|
nm
|
202
|
-
|
nm
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Research and development
|
15,834
|
18,459
|
(14.2
|
)%
|
34,001
|
37,230
|
(8.7
|
)%
|
||||||||||||||||
Selling, general and administrative
|
11,136
|
11,741
|
(5.2
|
)%
|
22,314
|
20,110
|
11.0
|
%
|
||||||||||||||||
Total operating expenses
|
26,970
|
30,200
|
(10.7
|
)%
|
56,315
|
57,340
|
(1.8
|
)%
|
||||||||||||||||
Loss from operations
|
(26,892
|
)
|
(30,200
|
)
|
(11.0
|
)%
|
(56,113
|
)
|
(57,340
|
)
|
(2.1
|
)%
|
||||||||||||
Dividend income
|
2,483
|
1,052
|
136.0
|
%
|
4,702
|
1,907
|
146.6
|
%
|
||||||||||||||||
Change in fair value of warrant liabilities
|
(310
|
)
|
2,337
|
(113.3
|
)%
|
81
|
4,984
|
(98.4
|
)%
|
|||||||||||||||
Other income (expense), net
|
(854
|
)
|
(5,603
|
)
|
(84.8
|
)%
|
2,146
|
(17,140
|
)
|
(112.5
|
)%
|
|||||||||||||
Loss before provision for income taxes
|
(25,573
|
)
|
(32,414
|
)
|
(21.1
|
)%
|
(49,184
|
)
|
(67,589
|
)
|
(27.2
|
)%
|
||||||||||||
Provision for income taxes
|
-
|
-
|
nm
|
-
|
-
|
nm
|
||||||||||||||||||
Net loss and comprehensive loss
|
$
|
(25,573
|
)
|
$
|
(32,414
|
)
|
(21.1
|
)%
|
$
|
(49,184
|
)
|
$
|
(67,589
|
)
|
(27.2
|
)%
|
Three months ended June
30,
|
Change
|
||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
|||||||||
Total revenue
|
$
|
205
|
$
|
-
|
$
|
205
|
nm
|
||||||
Cost of revenue
|
127
|
-
|
127
|
nm
|
|||||||||
Gross profit
|
78
|
-
|
78
|
nm
|
|||||||||
Gross profit margin
|
38.0
|
%
|
nm
|
Three months ended June
30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Research and development
|
$
|
15,834
|
$
|
18,459
|
$
|
(2,625
|
)
|
(14.2
|
)%
|
Three months ended June
30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Selling, general and administrative
|
$
|
11,136
|
$
|
11,741
|
$
|
(605
|
)
|
(5.2
|
)%
|
Three months ended June
30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Dividend income
|
$
|
2,483
|
$
|
1,052
|
$
|
1,431
|
136.0
|
%
|
Three months ended June
30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Change in fair value of warrant liabilities
|
$
|
(310
|
)
|
$
|
2,337
|
$
|
(2,647
|
)
|
(113.3
|
)%
|
Three months ended June
30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Other income (expense), net
|
$
|
(854
|
)
|
$
|
(5,603
|
)
|
$
|
4,749
|
(84.8
|
)%
|
Six months ended June 30,
|
Change
|
||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
|||||||||
Total revenue
|
$
|
459
|
$
|
-
|
$
|
459
|
nm
|
||||||
Cost of revenue
|
257
|
-
|
257
|
nm
|
|||||||||
Gross profit
|
202
|
-
|
202
|
nm
|
|||||||||
Gross profit margin
|
44.0
|
%
|
nm
|
Six months ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Research and development
|
$
|
34,001
|
$
|
37,230
|
$
|
(3,229
|
)
|
(8.7
|
)%
|
Six months ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Selling, general and administrative
|
$
|
22,314
|
$
|
20,110
|
$
|
2,204
|
11.0
|
%
|
Six months ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Dividend income
|
$
|
4,702
|
$
|
1,907
|
$
|
2,795
|
146.6
|
%
|
Six months ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Change in fair value of warrant liabilities
|
$
|
81
|
$
|
4,984
|
$
|
(4,903
|
)
|
(98.4
|
)%
|
Six months ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2023
|
2022
|
Amount
|
%
|
||||||||||||
Other income (expense), net
|
$
|
2,146
|
$
|
(17,140
|
)
|
$
|
19,286
|
(112.5
|
)%
|
Six months ended June 30,
|
||||||||
(in thousands)
|
2023
|
2022
|
||||||
Net cash (used in) provided by:
|
||||||||
Net cash used in operating activities
|
$
|
(51,623
|
)
|
$
|
(49,174
|
)
|
||
Net cash provided by investing activities
|
55,238
|
94,515
|
||||||
Net cash provided by financing activities
|
-
|
146
|
||||||
Net increase in cash and cash equivalents
|
$
|
3,615
|
$
|
45,487
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
Exhibit
Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by
Reference Herein from
Form or Schedule
|
|
Filing Date
|
|
SEC File/
Reg. Number
|
Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated, as amended.
|
X
|
|||||||||
Offer Letter of Employment, dated April 27, 2023, by and between the Registrant and Jeffry Keyes.
|
Form 8-K
(Exhibit 10.1)
|
5/2/2023
|
001-39486
|
|||||||
Separation Agreement, dated as of June 1, 2023, by and between the Registrant and Claudia Drayton.
|
Form 8-K
(Exhibit 10.1)
|
6/7/2023
|
001-39486
|
|||||||
2023 Inducement Equity Incentive Plan.
|
Form S-8
(Exhibit 99.1)
|
7/20/2023
|
333-273350
|
|||||||
Form of Stock Option Agreement under the 2023 Inducement Equity Incentive Plan.
|
Form S-8
(Exhibit 99.2)
|
7/20/2023
|
333-273350
|
|||||||
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||||||
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||||||
|
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|
X
|
|
|
|
|||
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|||
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
||||||||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
X
|
||||||||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
||||||||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
X
|
QUANTUM-SI INCORPORATED
|
|||
Date: August 7, 2023
|
By:
|
/s/ Jeffrey Hawkins
|
|
Jeffrey Hawkins
|
|||
Chief Executive Officer
|
|||
Date: August 7, 2023
|
By:
|
/s/ Jeffry Keyes
|
|
Jeffry Keyes
|
|||
Chief Financial Officer
|
A. |
CLASS A COMMON STOCK AND CLASS B COMMON STOCK.
|
B. |
PREFERRED STOCK
|
HIGHCAPE CAPITAL ACQUISITION CORP.
|
||
By:
|
/s/ Kevin Rakin
|
|
Name: Kevin Rakin
|
||
Title: Chief Executive Officer
|
FIRST: |
The name of the corporation is Quantum-Si Incorporated (the “Corporation”).
|
SECOND: |
The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), is hereby further amended by striking out
Article X in its entirety and by substituting in lieu of the following:
|
THIRD: |
The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
|
QUANTUM-SI INCORPORATED
|
||
By:
|
/s/ Jeffrey Hawkins
|
|
Jeffrey Hawkins
|
||
Chief Executive Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Quantum-Si Incorporated;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 7, 2023 | |
/s/ Jeffrey Hawkins
|
|
Jeffrey Hawkins
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Quantum-Si Incorporated;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 7, 2023 | |
/s/ Jeffry Keyes
|
|
Jeffry Keyes
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Dated: August 7, 2023
|
/s/ Jeffrey Hawkins
|
|
Jeffrey Hawkins
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
||
Dated: August 7, 2023
|
/s/ Jeffry Keyes
|
|
Jeffry Keyes
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Current assets: | ||
Allowance for estimated credit losses | $ 0 | $ 0 |
Class A Common Stock [Member] | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 121,633,613 | 120,006,757 |
Common stock, shares outstanding (in shares) | 121,633,613 | 120,006,757 |
Class B Common Stock [Member] | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 |
Common stock, shares issued (in shares) | 19,937,500 | 19,937,500 |
Common stock, shares outstanding (in shares) | 19,937,500 | 19,937,500 |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) (formerly HighCape Capital Acquisition Corp. (“HighCape”)) was
incorporated in Delaware on June 10, 2020. The Company’s legal name became Quantum-Si Incorporated following a business combination between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) on June 10, 2021 (the “Business
Combination”).
The Company is an innovative life sciences company with the mission of
transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single-molecule detection
platform that the Company is first applying to proteomics to enable Next-Generation Protein Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the
study of nucleic acids. The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments.
Although the Company has incurred recurring losses each year since its inception,
the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial
reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial
statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated
financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring
adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.
Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes
to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
COVID-19
The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on
March 13, 2020, has led to adverse impacts on the United States and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. On May 11, 2023, the federal public
health emergency for COVID-19, declared under Section 319 of the Public Health Service Act, expired.
The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the
Company to revise its estimates reflected in its condensed consolidated financial statements. The Company will continue to evaluate the impact of the COVID-19 pandemic on its industry and the Company and has concluded that while it is possible that the virus could have a future negative effect
on the Company’s financial position, results of operations and cash flows in its condensed consolidated financial statements, the specific future impact is not readily determinable as of the date of the filing of this Quarterly Report on Form
10-Q. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Other Global Developments
In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. These rate increases have caused
an overall decline in the fair value of the Company’s fixed income mutual funds to date. The impact of such rate changes on the overall financial markets and the economy may continue to impact the Company in the future, including by making
capital more difficult and costly to obtain on reasonable terms and when needed. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues
to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.
In addition, although the Company has no operations in or direct exposure to Russia or Ukraine, the Company has experienced some constraints in product and
material availability and increasing costs required to obtain some materials and supplies as a result of the impact of the Russia-Ukraine military conflict on the global economy, which has contributed to the global supply chain disruptions. To
date, the Company’s business has not been materially impacted by the conflict. However, as the conflict continues or worsens, it may adversely impact the Company’s business, financial condition, results of operations or cash flows.
Concentration of Credit Risk
Financial instruments that potentially subject the
Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of June 30, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed
income mutual funds at one financial institution. See Note 5 “Investments in Marketable Securities” in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding our realized losses on such accounts. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of
default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation.
Segment Reporting
The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated
basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment.
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year’s presentation.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity
with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be
determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include:
The Company bases these estimates on historical and anticipated results and trends
and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ
from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.
Inventory, Net
Inventory is stated at the lower of
cost or net realizable value with cost determined using the first-in, first-out method. Inventory primarily consists of raw materials and finished goods of $1,134 and $834, respectively, as of June 30, 2023.
Materials that may be utilized for either research and development or, alternatively, for commercial purposes, are classified as inventory. Amounts in inventory that are used for research and development
purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in
authoritative guidance.
The Company performs an assessment of the recoverability of capitalized
inventory during each reporting period and, if needed, writes down any excess and obsolete inventory to its estimated net realizable value in the period it is identified. As of June 30, 2023, there were no write-downs recorded against inventory.
Capitalized Software Development Costs
The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application
development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes
costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as
incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years.
Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized costs are recorded as
Internally developed software in the condensed consolidated balance sheets. Amortization expense related to Internally developed software was $46 for the
three and six months ended June 30, 2023. As of June 30, 2023 amortization expense is expected to be $180 for the remainder of the year ending December 31, 2023 and $360
and $133 for the years ending December 31, 2024 and 2025,
respectively.
Revenue Recognition
The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales
of instruments and consumables used in protein sequencing and analysis.
Service revenue is primarily generated from service maintenance contracts including cloud access, proof of concept services and advanced training for instrument use. The Company recognizes revenue when or as a customer obtains control
of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. This process involves identifying the contract with
a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue as the performance
obligations have been satisfied. Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered
distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company allocates transaction price to the performance obligations in a contract with a customer based on the relative standalone selling price of
each performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold
separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking
into account available information and specific factors such as competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
The Company considers performance obligation for
sales of products is satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this would include
instruments and consumables. Customers generally do not have a right of return, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or
transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and
are considered as service type warranties that effectively extend the standard first-year warranty coverage at the customer’s option, are recognized ratably over the contract service period as these services are performed evenly over
time. Revenues for proof of concept services and advanced training is recognized upon satisfaction of the underlying performance obligation. The Company typically provides a standard
warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year. The
first year of the warranty of the products is considered an assurance-type warranty. The Company has determined that this standard first-year warranty is not a distinct performance obligation.The Company disaggregates
revenue from contracts with customers by type of revenue – products and services. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total
revenue generated from domestic sales for the three and six months ended June 30, 2023 was $102 and $356, respectively. Total revenue generated from international sales for the three and six months ended June 30, 2023 was $103.
Deferred Revenue
Deferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue
recognized, net of revenue recognized from the balance at the beginning of the period.
Deferred revenue primarily consists of billings and payments received in advance of revenue
recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept
services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be
recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond
12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s condensed consolidated balance sheets.
As of June 30, 2023, the Company had remaining performance obligations amounting to $176, $144 of which is included
within Accrued expenses and other current liabilities and $32 is included within Other long-term liabilities in the Company’s
condensed consolidated balance sheets. The Company expects to recognize approximately 78% of its remaining performance
obligations as revenue for the
of the year ending December 31, 2023, and an additional 22% for the year ending December 31, 2024 and .
The
amount of revenue recognized during the three and six months ended June 30, 2023 that was included in the deferred revenue balance of $73
at December 31, 2022 was $1 and $70,
respectively.
Warranty
The Company provides a free 12-month assurance-type warranty to customers with the initial purchase of a PlatinumTM instrument. The cost of the warranty is accrued upon the initial sale of an
instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets.
Shipping and Handling Costs
Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as
fulfillment costs and are included in Cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized
as revenue with the underlying product sales.
Recently Issued Accounting Pronouncements
Accounting
pronouncements issued but not yet adopted
No new accounting pronouncements issued or effective during the three and six months ended June
30, 2023 had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.
|
ACQUISITION |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||
ACQUISITION [Abstract] | ||||||||||||||||||||||||||
ACQUISITION |
3. ACQUISITION
Majelac Technologies LLC
Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac
Technologies LLC (“Majelac”), and certain other parties, on November 5, 2021 (the “Majelac Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip
assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715
shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471
were issued to Majelac 12 months after the Majelac Closing Date on November 7, 2022. The Company also assumed the legal fees of Majelac
of $50. Additional purchase price consideration of $500 in cash was to be paid six months after the Majelac Closing Date less any amount that could be
required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531 on the Majelac Closing Date.
On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Majelac Closing Date) for the of two milestones that was met. As of June 30, 2023, the Company determined that the estimated fair value of the contingent consideration was de minimis as the probability of the second milestone being met by
November 1, 2023 was remote. As a result, the Company recorded a gain of $400 during the three and six months ended June 30, 2023
in Other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.
The acquisition brought
semiconductor chip assembly and packaging capabilities in-house and secured the Company’s supply chain to support its commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company.
The following table summarizes the final purchase price allocation at the Majelac Closing Date as
follows:
Goodwill represents the excess of the consideration transferred over the aggregate fair values of
assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax
purposes over a period of 15 years. During the fourth quarter ended December 31, 2022, the Company concluded the goodwill from the Majelac acquisition was fully
impaired and recorded a charge of $9,483 on the consolidated statements of operations and comprehensive loss.
Acquisition-related costs recognized during the three and six months ended June 30, 2022 including
transaction costs such as legal, accounting, valuation and other professional services, were $1 and $26, respectively, and are included in Selling, general and administrative on the condensed consolidated statements of operations and comprehensive loss.
There were no acquisition-related costs recognized during the three and six months ended June 30, 2023.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS |
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.
The Company measures fair value 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 reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the
short-term or on demand nature of these instruments. Fixed income mutual funds were valued using quoted market prices and accordingly were classified as Level 1. There were no transfers between fair value measurement levels during the three and six months ended June 30, 2023.
The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) which were issued as
of one redeemable warrant per unit issued during HighCape’s initial public offering on September 9, 2020, and warrants sold in a private placement (the “Private
Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC. The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented as Warrant liabilities on the condensed consolidated balance sheets. The
warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented as Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.The Public Warrants and Private Warrants
were carried at fair value as of June 30, 2023 and December 31, 2022. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in
a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on
consideration of the implied volatility from the Company’s own Public Warrant pricing and on the historical volatility observed at guideline public companies. As of June 30, 2023, the significant assumptions used in preparing the
binomial lattice model for valuing the Private Warrants liability include (i) volatility of 80.7%, (ii) risk-free interest rate of 4.50%, (iii) strike price of $11.50,
(iv) fair value of common stock of $1.79, and (v) expected life of 2.9 years. As of December 31, 2022, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility
of 75.1%, (ii) risk-free interest rate of 4.10%, (iii) strike price of $11.50, (iv) fair value of common stock of $1.83, and (v) expected life of 3.4
years.
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
|
INVESTMENTS IN MARKETABLE SECURITIES |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
INVESTMENTS IN MARKETABLE SECURITIES [Abstract] | |
INVESTMENTS IN MARKETABLE SECURITIES |
5. INVESTMENTS IN MARKETABLE SECURITIES
For the
three and six months ended June 30, 2023, the Company reported unrealized gains of $1,239 and $6,349, respectively, related to securities held as of June 30, 2023. Realized losses related to securities that were sold during the three and six months ended June 30, 2023
were $2,420 and $4,588,
respectively. For the three and six months ended June 30, 2023, the Company recognized $2,483 and $4,702, respectively, in dividend income from marketable securities. For the three and six months ended June 30, 2022, the Company reported unrealized
losses of $4,633 and $16,144,
respectively, related to securities held as of June 30, 2022. Realized losses related to securities that were sold during the three and six months ended June 30, 2022 were $1,001 and $1,051, respectively. For the three and six months ended June 30,
2022, the Company recognized $1,052 and $1,907,
respectively, in dividend income from marketable securities.
|
PROPERTY AND EQUIPMENT, NET |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET |
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, are recorded at historical cost and consist of the following:
Depreciation and amortization expense associated with Property and equipment amounted to $1,044 and $608 for the three months ended June 30, 2023 and 2022,
respectively, and $1,847 and $1,060
for the six months ended June 30, 2023 and 2022, respectively. No impairments were recorded for the three and six months ended June
30, 2023 or 2022.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
|
LEASES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES |
8. LEASES
The Company has commitments under lease arrangements for office and manufacturing space and office equipment. The Company’s leases have initial lease terms ranging
from one year to 10
years. These leases include options to extend or renew the leases for an additional period of
to 10 years.Operating leases are accounted for on the condensed consolidated balance sheets with right-of-use (“ROU”) assets being recognized in “Operating lease right-of-use
assets” and lease liabilities recognized in “Short-term operating lease liabilities” and “Operating lease liabilities”.
Lease-related costs for the three and six months ended June 30, 2023 and 2022 are as follows:
Other information related to operating leases as of June 30, 2023 and December 31, 2022 is as follows:
The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the six months ended June 30,
2023 and 2022:
Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:
In December 2021, the
Company signed a 10-year lease for approximately 67,000 square feet of space located at 115 Munson Street in New Haven, Connecticut. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease,
the landlord contractually agreed to reimburse the Company for up to $9,104 in improvements to the space, to be used for such
improvements as the Company deems “necessary or desirable”. On September 13, 2022, the Company filed a lawsuit against the landlord, alleging that the landlord has: (i) refused to reimburse the Company for costs related to improvements already
incurred and submitted; (ii) delayed the Company’s completion of improvements, in order to avoid reimbursing the costs of those improvements; and (iii) improperly rejected the Company’s proposed improvement plans.
The Company accounted for the $9,104
of lease incentives as an offset to the lease liability recorded at the inception of the lease. From the total lease incentives, the Company has incurred and recognized leasehold improvements of approximately $1,100 related to reimbursable construction costs included in construction in progress within Property and equipment, net on the condensed
consolidated balance sheets as of June 30, 2023 and December 31, 2022. Although the Company believes it is contractually entitled to the $9,104
of lease incentives, based on the current status of the litigation, the Company cannot determine the likely outcome or estimate the impact on such carrying values.
|
EQUITY INCENTIVE PLAN |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN |
9. EQUITY INCENTIVE PLAN
The Company’s 2013 Employee, Director and Consultant Equity
Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the closing of the Business Combination, the Company adjusted the equity
awards. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and
classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the
Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other
employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of June 30, 2023 and December 31, 2022, there were 8,886,743 and 9,133,702 shares, respectively, available for
issuance under the 2021 Plan.
On
November 9, 2022, the Company granted inducement awards consisting of 2,780,000
performance-based stock options to purchase Class A common stock pursuant to Nasdaq Rule 5635(c)(4). These awards were not granted pursuant to the 2013 Plan or the 2021 Plan.
On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000
shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the
meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2023 Inducement Plan are substantially similar to those of the 2021 Plan. On May 15, 2023, the Company
granted inducement awards under the 2023 Inducement Plan consisting of 1,000,000 time-based stock options and 1,000,000 performance-based stock options. As of June 30, 2023, there were 1,000,000 shares available for issuance under the 2023 Inducement Equity Incentive Plan.
Stock option activity
During the six months ended June 30, 2023, the Company granted an aggregate of 9,131,580 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable
vesting dates. Stock-based compensation related to stock options for the three months ended June 30, 2023 and 2022 was $2,316 and $1,807, respectively. Stock-based compensation related to stock options for the six months ended June 30, 2023 and 2022 was $4,595 and $3,301, respectively.
A summary of the stock option activity is presented in the table below:
Restricted stock unit activity
During the six months ended June 30, 2023, the
Company granted 256,128 restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months
ended June 30, 2023 and 2022 was $(451) and $1,963, respectively. Stock-based compensation related to RSU awards for the six months ended June 30, 2023 and 2022 was $1,178 and $(245), respectively. The $(451) for the three months ended June 30, 2023 included a reversal of stock-based compensation for the Company’s
former Chief Financial Officer and members of the Board of Directors as the service condition of certain awards previously granted were not met. The $(245) for the six months ended June 30, 2022 included a reversal of stock-based compensation
for the Company’s former Chief Executive Officer as the service condition of certain awards previously granted were not met.
A summary of the RSU activity is presented in the table below:
The Company’s stock-based compensation is allocated to the following operating
expense categories as follows:
|
NET LOSS PER SHARE |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE |
10. 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 of the Company outstanding during the period.
Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including those presented in the table below, to the extent dilutive. Basic and diluted net loss per share was the same for each period
presented as the inclusion of all common share equivalents would have been anti-dilutive.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:
Net loss
per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:
|
WARRANT LIABILITIES |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||
WARRANT LIABILITIES [Abstract] | |||||||||||||
WARRANT LIABILITIES |
11. WARRANT LIABILITIES
Public Warrants
As of June 30, 2023 and December 31, 2022, there were an aggregate of 3,833,319
outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one
share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on
September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation.
Redemptions
At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants:
If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise held Public Warrants prior to the scheduled redemption date.
If the Company calls the Public Warrants for redemption for $0.01
as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of
Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported
sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants.
The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”), and concluded that they do not meet the criteria to be
classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange offer in which the maker of the tender offer or exchange offer, upon completion of the tender
offer or exchange offer, beneficially owns more than 50% of the outstanding shares of the Company’s Class A common stock, even if it would
not result in a change of control of the Company. This provision would preclude the warrants from being classified in equity and thus the warrants should be classified as a liability.
Private Warrants
As of June 30, 2023 and December 31, 2022, there were 135,000
Private Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable
upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business
Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of
its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.
The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do
not meet the criteria to be classified in stockholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts depending upon the characteristics of the warrant holder, and, because the holder of a
warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant has been classified as a liability.
The fair value of warrant liabilities was $915
and $996 as of June 30, 2023 and December 31, 2022, respectively. The Company recognized losses of $310 and gains of $81 as a Change in fair
value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023, respectively. The Company recognized gains of $2,337 and $4,984 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022, respectively. There
were no exercises or redemptions of the Public Warrants or Private Warrants during the three and six months ended June 30, 2023 or
2022.
|
INCOME TAXES |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
INCOME TAXES [Abstract] | |
INCOME TAXES |
12. INCOME TAXES
Income taxes for the three and six months ended June 30, 2023 and 2022 are recorded at the Company’s estimated annual effective income tax rate,
subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the
three and six months ended June 30, 2023 and 2022. The primary reconciling items between the federal statutory rate of 21.0% for
these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes,
nondeductible stock-based compensation, changes in the fair value of warrant liabilities, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets.
A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization
of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net
deferred tax assets as of June 30, 2023 and December 31, 2022 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
13. RELATED PARTY TRANSACTIONS
The Company utilized and subleased office and laboratory space in a building owned by a related party. The Company paid $76 and $81 under month-to-month lease
arrangements for this space for the three months ended June 30, 2023 and 2022, respectively, and $156 and $161 for the six months ended June 30, 2023 and 2022, respectively. The Company no longer subleases this space as of June 30, 2023.
The Company was a party to an Amended and Restated Technology Services
Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4Catalyzer Corporation (“4C”), the Company and other participant companies controlled by Dr. Jonathan Rothberg, the Chairman of the Company’s Board of Directors. The Company entered into a
First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the Business Combination, resulting in the
termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA, the Company terminated its lease agreement with 4C and negotiated an arm’s
length lease agreement. Under the ARTSA, the Company and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the
participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other
participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $132 and $158, which included $21 and $47 under
month-to-month sublease arrangements for office and laboratory spaces from 4C, during the three months ended June 30, 2023 and 2022, respectively. The Company incurred expenses of $258 and $368, which included $48 and $97 under month-to-month
sublease arrangements for office and laboratory spaces from 4C, during the six months ended June 30, 2023 and 2022, respectively. The amounts advanced and due to 4C at June 30, 2023 and December 31, 2022 related to operating
expenses were $36 and $70,
respectively, which are included in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The amounts advanced and due from 4C at June 30, 2023 and December 31, 2022, related to
operating expenses were $0 and $37,
respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated
balance sheets.
The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other
entities under common ownership, which included payments made to third parties on behalf of the Company and payments made by the Company to third parties on behalf of the other entities. There were no amounts remaining payable to the Company or from the Company at June 30, 2023 and December 31, 2022.
On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to
develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration was made pursuant to and governed by the Technology and Services Exchange
Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of
PEI. Effective March 31, 2022, the Collaboration with PEI was terminated, and the Company paid a final payment of $1,135 under the
Collaboration for all services rendered.
Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New Collaboration”) with PEI to develop
technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The New Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement,
effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. The
Company incurred expenses of $52 and $125
during the three and six months ended June 30, 2023, respectively, related to the New Collaboration. The amounts advanced and due from PEI at June 30, 2023 and December 31, 2022 related to operating expenses were $170 and $45, respectively, and are
included in Prepaid expenses and other current assets on the condensed consolidated balance sheets.
Effective
November 1, 2022, the Company entered into an Advisory Agreement with Dr. Rothberg (the “Advisory Agreement”), pursuant to which Dr. Rothberg serves as Chairman of the Board, advises the Chief Executive Officer and the Board on strategic
matters, and provides consulting, business development and similar services on matters relating to our current, future and potential scientific and strategic initiatives and such other consulting services reasonably requested from time to
time. Pursuant to the Advisory Agreement, as compensation for the services provided thereunder, in March 2023, the Company granted Dr. Rothberg an option to purchase 250,000 shares of Class A common stock pursuant to the 2021 Plan. In connection with the Advisory Agreement, Dr. Rothberg’s title was changed from Executive Chairman to Chairman of
the Board.
Dr.
Rothberg also receives fees as the Chairman of the Company’s Board of Directors and a member of the Board and Nominating and Corporate Governance Committee. The Company paid $28 and $114 to Dr. Rothberg for the three months ended June 30, 2023
and 2022, respectively, and
$60 and $228
for the six months ended June 30, 2023 and 2022, respectively, for all services provided to the Company.
|
RESTRUCTURING |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING |
14. RESTRUCTURING
During the quarter ended March 31, 2023, the Company committed to an organizational
restructuring designed to decrease its costs and create a more streamlined organization to support its business. During the three and six months ended June 30, 2023, the Company recognized $1,067 and $1,880 of restructuring costs, respectively, primarily for cash
severance costs and other severance benefits. For the three months ended June 30, 2023, $500 and $567 were recognized in Research and development and in Selling, general and administrative, respectively, and for the six months ended June 30,
2023, $1,136 and $744
were recognized in Research and development and in Selling, general and administrative, respectively, in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023, the Company has recorded a $1,044 restructuring liability, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.
|
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
15. COMMITMENTS AND CONTINGENCIES
Commitments
Licenses related to certain intellectual property:
The Company licenses certain intellectual property, some of which may be utilized in its current or future product offerings. To preserve the right to use such
intellectual property, the Company is required to make annual minimum fixed payments totaling $213 as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. As of
June 30, 2023, the Company recorded $112 in Accrued expenses and other current liabilities on the condensed consolidated balance
sheets.
Other commitments:
The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three and six months ended June 30, 2023 and 2022.
Contingencies
The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome
of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company accrues contingent liabilities to the extent that the liability is probable and estimable.
The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners,
investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or
threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions
due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive
loss in connection with the indemnification provisions have not been material.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||
Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial
reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial
statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated
financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring
adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.
Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes
to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
|
||||||||||||||||||
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the
Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of June 30, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed
income mutual funds at one financial institution. See Note 5 “Investments in Marketable Securities” in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding our realized losses on such accounts. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of
default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation.
|
||||||||||||||||||
Segment Reporting |
Segment Reporting
The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated
basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment.
|
||||||||||||||||||
Reclassifications |
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year’s presentation.
|
||||||||||||||||||
Use of Estimates |
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity
with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be
determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include:
The Company bases these estimates on historical and anticipated results and trends
and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ
from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.
|
||||||||||||||||||
Inventory, Net |
Inventory, Net
Inventory is stated at the lower of
cost or net realizable value with cost determined using the first-in, first-out method. Inventory primarily consists of raw materials and finished goods of $1,134 and $834, respectively, as of June 30, 2023.
Materials that may be utilized for either research and development or, alternatively, for commercial purposes, are classified as inventory. Amounts in inventory that are used for research and development
purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in
authoritative guidance.
The Company performs an assessment of the recoverability of capitalized
inventory during each reporting period and, if needed, writes down any excess and obsolete inventory to its estimated net realizable value in the period it is identified. As of June 30, 2023, there were no write-downs recorded against inventory.
|
||||||||||||||||||
Capitalized Software Development Costs |
Capitalized Software Development Costs
The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application
development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes
costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as
incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years.
Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized costs are recorded as
Internally developed software in the condensed consolidated balance sheets. Amortization expense related to Internally developed software was $46 for the
three and six months ended June 30, 2023. As of June 30, 2023 amortization expense is expected to be $180 for the remainder of the year ending December 31, 2023 and $360
and $133 for the years ending December 31, 2024 and 2025,
respectively.
|
||||||||||||||||||
Revenue Recognition |
Revenue Recognition
The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales
of instruments and consumables used in protein sequencing and analysis.
Service revenue is primarily generated from service maintenance contracts including cloud access, proof of concept services and advanced training for instrument use. The Company recognizes revenue when or as a customer obtains control
of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. This process involves identifying the contract with
a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue as the performance
obligations have been satisfied. Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered
distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company allocates transaction price to the performance obligations in a contract with a customer based on the relative standalone selling price of
each performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold
separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking
into account available information and specific factors such as competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
The Company considers performance obligation for
sales of products is satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this would include
instruments and consumables. Customers generally do not have a right of return, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or
transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and
are considered as service type warranties that effectively extend the standard first-year warranty coverage at the customer’s option, are recognized ratably over the contract service period as these services are performed evenly over
time. Revenues for proof of concept services and advanced training is recognized upon satisfaction of the underlying performance obligation. The Company typically provides a standard
warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year. The
first year of the warranty of the products is considered an assurance-type warranty. The Company has determined that this standard first-year warranty is not a distinct performance obligation.The Company disaggregates
revenue from contracts with customers by type of revenue – products and services. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total
revenue generated from domestic sales for the three and six months ended June 30, 2023 was $102 and $356, respectively. Total revenue generated from international sales for the three and six months ended June 30, 2023 was $103.
|
||||||||||||||||||
Deferred Revenue |
Deferred Revenue
Deferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue
recognized, net of revenue recognized from the balance at the beginning of the period.
Deferred revenue primarily consists of billings and payments received in advance of revenue
recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept
services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be
recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond
12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s condensed consolidated balance sheets.
As of June 30, 2023, the Company had remaining performance obligations amounting to $176, $144 of which is included
within Accrued expenses and other current liabilities and $32 is included within Other long-term liabilities in the Company’s
condensed consolidated balance sheets. The Company expects to recognize approximately 78% of its remaining performance
obligations as revenue for the
of the year ending December 31, 2023, and an additional 22% for the year ending December 31, 2024 and .
The
amount of revenue recognized during the three and six months ended June 30, 2023 that was included in the deferred revenue balance of $73
at December 31, 2022 was $1 and $70,
respectively.
|
||||||||||||||||||
Warranty |
Warranty
The Company provides a free 12-month assurance-type warranty to customers with the initial purchase of a PlatinumTM instrument. The cost of the warranty is accrued upon the initial sale of an
instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets.
|
||||||||||||||||||
Shipping and Handling Costs |
Shipping and Handling Costs
Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as
fulfillment costs and are included in Cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized
as revenue with the underlying product sales.
|
||||||||||||||||||
Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements
Accounting
pronouncements issued but not yet adopted
No new accounting pronouncements issued or effective during the three and six months ended June
30, 2023 had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.
|
ACQUISITION (Tables) |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||
ACQUISITION [Abstract] | ||||||||||||||||||||||||||
Purchase Price Allocation for Majelac Technologies LLC |
The following table summarizes the final purchase price allocation at the Majelac Closing Date as
follows:
|
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
|
PROPERTY AND EQUIPMENT, NET (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net |
Property and equipment, net, are recorded at historical cost and consist of the following:
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities |
Accrued expenses and other current liabilities consist of the following:
|
LEASES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease-Related Costs |
Lease-related costs for the three and six months ended June 30, 2023 and 2022 are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Information Related to Leases |
Other information related to operating leases as of June 30, 2023 and December 31, 2022 is as follows:
The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the six months ended June 30,
2023 and 2022:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Lease Payments Under Non-Cancellable Leases |
Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:
|
EQUITY INCENTIVE PLAN (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option Activity |
A summary of the stock option activity is presented in the table below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU Activity |
A summary of the RSU activity is presented in the table below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation |
The Company’s stock-based compensation is allocated to the following operating
expense categories as follows:
|
NET LOSS PER SHARE (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share |
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anti-Dilutive Common Equivalent Shares | Anti-dilutive common equivalent shares were as follows:
|
INVESTMENTS IN MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Investments in Marketable Securities [Abstract] | ||||
Unrealized gains (losses) on marketable securities | $ 1,239 | $ (4,633) | $ 6,349 | $ (16,144) |
Realized losses on marketable securities | (2,420) | (1,001) | (4,588) | (1,051) |
Dividend income from marketable securities | $ 2,483 | $ 1,052 | $ 4,702 | $ 1,907 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Accounts Expenses and Other Current Liabilities [Abstract] | ||
Employee compensation and benefits | $ 3,873 | $ 5,548 |
Contracted services | 2,457 | 3,616 |
Business acquisition costs and contingencies | 0 | 343 |
Legal fees | 1,150 | 839 |
Other | 402 | 88 |
Total accrued expenses and other current liabilities | $ 7,882 | $ 10,434 |
LEASES, Lease Terms (Details) |
Jun. 30, 2023 |
---|---|
Minimum [Member] | |
Operating Lease, Description [Abstract] | |
Lease term | 1 year |
Renewal term | 1 year |
Maximum [Member] | |
Operating Lease, Description [Abstract] | |
Lease term | 10 years |
Renewal term | 10 years |
LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Lease-Related Costs [Abstract] | ||||
Operating lease cost | $ 896 | $ 812 | $ 1,749 | $ 1,533 |
Short-term lease cost | 110 | 108 | 239 | 212 |
Variable lease cost | 287 | 315 | 681 | 601 |
Total lease cost | $ 1,293 | $ 1,235 | $ 2,669 | $ 2,346 |
LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Weighted Average Remaining Term and Discount Rate [Abstract] | |||
Weighted-average remaining lease term | 6 years 9 months 18 days | 7 years 3 months 18 days | |
Weighted-average discount rate | 7.90% | 7.90% | |
Cash Flow and Supplemental Noncash Information [Abstract] | |||
Operating cash paid to settle operating lease liabilities | $ 2,119 | $ 621 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 83 | $ 9,338 |
LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands |
Jun. 30, 2023
USD ($)
|
|||
---|---|---|---|---|
Future Minimum Lease Payments [Abstract] | ||||
Remainder of 2023 | $ 2,179 | |||
2024 | 4,436 | |||
2025 | 4,527 | |||
2026 | 4,585 | |||
2027 | 4,549 | |||
Thereafter | 13,027 | |||
Total undiscounted lease payments | 33,303 | |||
Less: Imputed interest | 7,988 | |||
Less: Lease incentives | 9,104 | [1] | ||
Total lease liabilities | $ 16,211 | |||
|
LEASES, New Haven, Connecticut (Details) $ in Thousands |
Jun. 30, 2023
USD ($)
ft²
|
|||
---|---|---|---|---|
Leases [Abstract] | ||||
Lease incentives | $ 9,104 | [1] | ||
Space Located in New Haven, Connecticut [Member] | ||||
Leases [Abstract] | ||||
Lease term | 10 years | |||
Area of leased space | ft² | 67,000 | |||
Lease incentives | $ 9,104 | |||
Leasehold improvements | $ 1,100 | |||
|
EQUITY INCENTIVE PLAN, Restricted Stock Unit Activity (Details) - RSU Awards [Member] - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
RSU Activity [Abstract] | ||||
Stock-based compensation | $ (451) | $ 1,963 | $ 1,178 | $ (245) |
Number of Shares Underlying RSUs [Roll Forward] | ||||
Outstanding non-vested RSUs, beginning balance (in shares) | 2,018,449 | |||
Granted (in shares) | 256,128 | |||
Vested (in shares) | (1,626,856) | |||
Forfeited (in shares) | (178,229) | |||
Outstanding non-vested RSUs, ending balance (in shares) | 469,492 | 469,492 | ||
Weighted Average Grant-Date Fair Value [Abstract] | ||||
Outstanding non-vested RSUs, beginning balance (in dollars per share) | $ 8.41 | |||
Granted (in dollars per share) | 1.56 | |||
Vested (in dollars per share) | 8.56 | |||
Forfeited (in dollars per share) | 6.8 | |||
Outstanding non-vested RSUs, ending balance (in dollars per share) | $ 4.79 | $ 4.79 | ||
Chief Executive Officer [Member] | ||||
RSU Activity [Abstract] | ||||
Stock-based compensation | $ (451) | $ (245) |
EQUITY INCENTIVE PLAN, Stock-Based Compensation (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | $ 1,865 | $ 3,770 | $ 5,773 | $ 3,056 |
Research and Development [Member] | ||||
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | 1,085 | 1,154 | 2,052 | 2,346 |
Selling, General and Administrative [Member] | ||||
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | $ 780 | $ 2,616 | $ 3,721 | $ 710 |
INCOME TAXES (Details) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
INCOME TAXES [Abstract] | ||||
Estimated annual effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
RESTRUCTURING (Details) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2023
USD ($)
|
Jun. 30, 2023
USD ($)
|
|
Restructuring [Abstract] | ||
Restructuring costs | $ 1,067 | $ 1,880 |
Accrued Expenses and Other Current Liabilities [Member] | ||
Restructuring [Abstract] | ||
Restructuring liability | 1,044 | 1,044 |
Research and Development Expense [Member] | ||
Restructuring [Abstract] | ||
Restructuring costs | 500 | 1,136 |
Selling, General and Administrative Expenses [Member] | ||
Restructuring [Abstract] | ||
Restructuring costs | $ 567 | $ 744 |
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Other Commitments [Abstract] | ||||
Employer matching contributions to 401(k) plan | $ 0 | $ 0 | $ 0 | $ 0 |
Licenses Related to Certain Intellectual Property [Member] | ||||
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Annual minimum fixed payments | 213 | 213 | ||
Licenses Related to Certain Intellectual Property [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Accrued payments | $ 112 | $ 112 |
1 Year Quantum Si Chart |
1 Month Quantum Si Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions