0000950170-24-037648 | 10-K | XBRL Viewer

Related-Party Transactions	12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]
Related-Party Transactions	9. Related-party transactions In March 2021, the Company entered into the Registration Rights Agreement with the Baker Funds, holders of Series 1 convertible preferred stock and related parties (see Note 7, Stockholders Equity - Registration Rights).

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

9. Related-party transactions

In March 2021, the Company entered into the Registration Rights Agreement with the Baker Funds, holders of Series 1 convertible preferred stock and related parties (see Note 7, Stockholders Equity - Registration Rights).

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Summary of Significant Accounting Policies - Useful Lives of Assets (Details)	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Lab Equipment
Property Plant And Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Office and Computer Equipment
Property Plant And Equipment [Line Items]
Estimated Useful Life (in years)	3 years

Balance sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 76,732	$ 130,191
Accounts receivable, net	50	308
Prepaid expenses and other current assets	901	2,783
Total current assets	77,683	133,282
Property and equipment, net	3,030	3,312
Operating lease right-of-use-assets	12,419	30,920
Other long-term assets	1,542	1,776
Total assets	94,674	169,290
Current liabilities:
Accounts payable	1,339	3,768
Accrued compensation	3,836	4,212
Accrued liabilities	715	989
Operating lease liabilities, current portion	2,882	3,703
Total current liabilities	8,772	12,672
Operating lease liabilities, long-term portion	16,786	29,879
Total liabilities	25,558	42,551
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized as of December 31, 2023 and December 31 2022; 1,821,986 and 1,811,396 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	609,074	604,690
Accumulated deficit	(539,961)	(477,954)
Total stockholders' equity	69,116	126,739
Total liabilities and stockholders equity	94,674	169,290
Series 1 Convertible Preferred Stock
Stockholders' equity:
Series 1 convertible preferred stock, $0.0001 par value-60,000,000 shares authorized as of December 31, 2023 and December 2022; 29,863,674 shares issued and outstanding as of December 31, 2023 and December 2022; aggregate liquidation preference of $3 as of December 31, 2023 and December 2022	$ 3	$ 3

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (62,007)	$ (113,012)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	4,351	5,368
Depreciation and amortization	770	8,830
Non-cash lease expense	4,304	2,771
Impairment of long-lived assets	2,766	3,593
Changes in operating assets and liabilities:
Accounts receivable	259	(125)
Prepaid expenses and other current assets	1,879	604
Other long-term assets	0	741
Accounts payable	(2,429)	(1,194)
Accrued expenses and other liabilities	(3,133)	(7,712)
Net cash used in operating activities	(53,240)	(100,136)
Investing activities
Purchase of property and equipment, net	(486)	(1,615)
Net cash used in investing activities	(486)	(1,615)
Financing activities
Proceeds from stock option exercises	0	98
Proceeds from stock issuances pursuant to employee stock purchase plan	33	308
Net cash provided by financing activities	33	406
Net (decrease) increase in cash, cash equivalents and restricted cash	(53,693)	(101,345)
Cash, cash equivalents and restricted cash at beginning of year	131,967	233,312
Cash, cash equivalent and restricted cash at end of year	78,274	131,967
Supplemental disclosure of noncash activities
Right-of-use assets obtained in exchange for operating lease liabilities	7,265	19,245
Remeasurement of operating lease right-of-use asset for lease modification	$ (18,696)	$ 0

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0
Net loss	62,007,000	113,012,000
Valuation allowance increased	$ 20,400,000	29,400,000
Percentage of NOLs and tax credit carryforwards utilization subject to substantial annual limitation	50.00%
NOLs and tax credit carryforwards utilization period	3 years
Interest and penalties associated with unrecognized tax benefits	$ 0	$ 0
Pending income tax examination	$ 0

- Definition

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

+ References + Details

- Definition

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

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

10. Income taxes

The Company had no income tax expense for the twelve months ended December 31, 2023 and 2022, due to its history of operating losses. During the twelve months ended December 31, 2023 and 2022, the Company recorded a net loss of $62.0 million and $113.0 million, respectively.

The effective tax rate for the twelve months ended December 31, 2023 and 2022 is different from the federal statutory rate primarily due to the tax benefit of the Company’s net loss and comprehensive loss not being more likely than not to be realized. The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate:


	December 31,
Effective income tax rate:	2023			2022
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		7.0			6.0
Research and development tax credits		2.3			0.9
Permanent differences		(2.3	)		(0.5	)
Change in valuation allowance		(28.0	)		(27.4	)
Total provision for income taxes	—%			—%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income taxes are as follows (in thousands):


	December 31,
	2023			2022
Deferred tax assets:
Federal and state operating loss carryforwards	$	81,749		$	66,709
Research and development tax credits		9,749			8,384
Lease liabilities		5,806			9,420
Manufacturing line and production equipment		29,413			27,875
Inventory related costs		12,624			12,669
Compensation related items		3,118			2,838
Capitalized research and development costs		20,706			17,880
Property and equipment	702				1,200
Other		583			905
Total gross deferred tax asset		164,450			147,880
Valuation allowance		(160,784	)		(140,411	)
Net deferred tax asset		3,666			7,469
Deferred tax liabilities:
Operating lease right-of-use asset		(3,666	)		(7,469	)
Total deferred tax liabilities		(3,666	)		(7,469	)
Net deferred tax asset	$	—		$	—

The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income. Because of the Company's history of operating losses, the Company believes that the realization of its deferred tax assets is not more likely than not to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $20.4 million and $29.4 million for the twelve months ended December 31, 2023 and 2022, respectively, primarily due to the increase in the Company's net loss and comprehensive loss.

NOLs and tax credit carryforwards as of December 31, 2023 are as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (post December 31, 2017)	$	258,223	Do not expire
NOLs, federal (pre January 1, 2018)		30,901	2033 - 2037
NOLs, state		242,793	2033 to 2041
Research and development tax credits, federal		11,356	2035 to 2041
Research and development tax credits, state		8,731	Do not expire

Utilization of the NOL carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 as amended (Section 382) due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The

Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOL carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company's stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards or research and development tax credit carryforwards before utilization. Until a study is completed no limitations have been recorded.

Uncertain tax positions

A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits is as follows (in thousands):


	December 31,
	2023		2022
Unrecognized tax benefits at the beginning of the period	$	8,973	$	7,244
Additions for current tax positions		1,365		1,729
Changes for previous tax positions		—		—
Unrecognized tax benefits at the end of the period	$	10,338	$	8,973

During the twelve months ended December 31, 2023 and 2022, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.

The Company files income tax returns in the U.S. federal and various tax jurisdictions. The federal and state income tax returns from inception through December 31, 2023 remain subject to examination by federal and state authorities, where applicable. There are currently no pending income tax examinations.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2023
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Income Taxes - Summary of NOLs and Tax Credit Carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Federal \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits, Amount	$ 11,356
Federal \| Minimum \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits, Expiration Years	2035
Federal \| Maximum \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits, Expiration Years	2041
Federal \| Post December 31, 2017
Operating Loss Carryforwards [Line Items]
NOLs, Amount	$ 258,223
NOLs, Expiration Years	Do not expire
Federal \| Pre January 1, 2018
Operating Loss Carryforwards [Line Items]
NOLs, Amount	$ 30,901
Federal \| Pre January 1, 2018 \| Minimum
Operating Loss Carryforwards [Line Items]
NOLs, Expiration Years	2033
Federal \| Pre January 1, 2018 \| Maximum
Operating Loss Carryforwards [Line Items]
NOLs, Expiration Years	2037
State
Operating Loss Carryforwards [Line Items]
NOLs, Amount	$ 242,793
State \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits, Amount	$ 8,731
Tax credits, Expiration Years	Do not expire
State \| Minimum
Operating Loss Carryforwards [Line Items]
NOLs, Expiration Years	2033
State \| Maximum
Operating Loss Carryforwards [Line Items]
NOLs, Expiration Years	2041

Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) (Parenthetical) - shares		1 Months Ended	6 Months Ended	12 Months Ended
	Jul. 05, 2023	Jan. 31, 2024	Jun. 30, 2023	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Reverse stock split	As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.		a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.
Series 1 Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Reverse stock split				1-for-15 Reverse Stock Split upon conversion
Unvested Restricted Stock Units [Member] \| Subsequent Event [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares		10,183
Unvested Stock Options [Member] \| Subsequent Event [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares		149,026

Balance Sheet Components - Schedule of November 2023 RIF Accrued Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Accrued Liabilities, Current [Abstract]
Balance at December 31, 2022	$ 0
Charges	3,387
Cash payments	(1,057)
Balance at December 31, 2023	$ 2,330

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Option Activity

A summary of option activity during the twelve months ended December 31, 2023 is as follows:


	Number of Units Outstanding			Weighted Average Exercise Price per Unit		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		559,542		$	52.87		8.6	$	—
Granted		318,122		$	7.44
Exercised		—		$	—
Forfeited		(127,117	)	$	21.83
Expired		(32,317	)	$	52.10
Outstanding at December 31, 2023		718,230		$	38.28		8.3	$	—
Options vested and expected to vest at December 31, 2023		718,230		$	38.28		8.3	$	—
Options vested and exercisable at December 31, 2023		281,946		$	65.08		7.4	$	—

Summary of Weighted-average Assumptions Used to Determine Grant Date Fair Value of Stock Options

The weighted-average assumptions that the Company used in Black-Scholes option pricing model to determine the grant date fair value of stock options granted to employees and non-employee directors were as follows:


	Twelve months ended December 31,
	2023	2022
Expected term (in years)	6.3	8.3
Expected Volatility	73.1%	71.3%
Risk-free interest rate	3.6%	2.9%
Expected Dividend yield	—%	—%

Summary of Restricted Stock Unit Activity

A summary of RSU activity during the twelve months ended December 31, 2023 is as follows:


	Number of Units Outstanding			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		21,764		$	41.18
Granted		2,598		$	7.79
Vested		(5,719	)	$	46.43
Forfeited		(4,159	)	$	26.16
Outstanding at December 31, 2023		14,484		$	37.43

Components of Stock-based Compensation Expense

The following table summarizes the components of stock-based compensation expense recorded in the Company’s statement of operations and comprehensive loss (in thousands):


	Twelve months ended December 31,
	2023		2022
Research and development	$	967	$	1,313
Selling, general and administrative		3,384		4,055
Total stock-based compensation	$	4,351	$	5,368

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended	12 Months Ended
	Jul. 05, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2024	Nov. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			$ 4,351	$ 5,368
Reverse stock split	As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.	a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.
Decreased reverse stock split			1-for-15
Weighted-average grant date fair value per share for options granted			$ 5.05	$ 11.78
Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to stock option forfeitures					$ 1,200
Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reverse stock split	1-for-15
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to stock options			$ 5,500
Expected weighted-average period for recognition of compensation expense related			2 years
Total options vested			126,596
Fair value of options vested			$ 4,000
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to restricted stock units			$ 500
Expected weighted-average period for recognition of compensation expense related			2 years
RSUs that were vested, but not yet delivered				10
Restricted Stock Units \| Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to restricted stock units forfeitures					$ 400
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Purchase price of common stock, as a percentage of fair market value			85.00%
Maximum percentage of gross compensation to be invested by employees through payroll deductions			15.00%
Maximum number of shares an employee may purchase			4,750
Stock-based compensation expense			$ 10	$ 300
2021 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved						3,000,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

The following table summarizes the Company's financial assets carried at fair value and measured on a recurring basis by level within the fair value hierarchy (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	72,143	$	—	$	—	$	72,143
Total assets measured at fair value	$	72,143	$	—	$	—	$	72,143


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	127,404	$	—	$	—	$	127,404
Total assets measured at fair value	$	127,404	$	—	$	—	$	127,404

Organization and Nature of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

1. Organization and nature of business

Talis Biomedical Corporation (the Company) is a molecular diagnostic company focused on advancing health equity and outcomes through the delivery of accurate infectious disease testing in the moment of need, at the point of care. Prior to the announcement to consider strategic alternatives in November 2023, the Company planned to develop and commercialize innovative products on its sample-to-answer Talis One system to enable accurate, low cost, and rapid molecular testing. The Company was incorporated in 2013 under the general laws of the State of Delaware and is based in Chicago, Illinois (IL).

Liquidity

The Company has incurred significant losses and negative cash flows since inception, including a net loss of $62.0 million for the twelve months ended December 31, 2023.

Management expects to continue to incur additional losses in the foreseeable future while the Board of Directors considers strategic alternatives for the Company, including without limitation, equity or debt financing alternatives, an acquisition, merger, reverse merger, divestiture of assets, licensing or other strategic transactions and a voluntary dissolution or liquidation of the Company. The Company’s activities are subject to significant risks and uncertainties, including failing to secure a strategic alternative or additional funding to continue to develop the Company’s current technology and to achieve clinical approval of its products.

As of December 31, 2023, the Company had unrestricted cash and cash equivalents of $76.7 million and $1.5 million of restricted cash. The Company expects its existing unrestricted cash and cash equivalents will be sufficient to fund its operations through at least one year from the date these financial statements are issued. The Company expects to finance its future operations with its existing unrestricted cash and cash equivalents and through one or more possible strategic alternatives. However, there is no guarantee that any of these strategic opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing stockholders.

Reverse Stock Split

On June 30, 2023, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. The number of outstanding shares of common stock was reduced from approximately 26.9 million shares to approximately 1.8 million shares.

The Reverse Stock Split did not change the Company's authorized shares of common stock and Series 1 convertible preferred stock, which remained at 200,000,000 and 60,000,000 shares, respectively. The Reverse Stock Split did not change the par value of the common stock and, therefore, the Company reclassified an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise of stock options and the settlement of restricted stock units and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans, see Note 8. Additionally, the Reverse Stock Split had no impact on the number of shares of the Company's Series 1 convertible preferred stock issued and outstanding. However, the conversion ratio of the outstanding Series 1 convertible preferred stock increased and the number of shares of common stock issuable upon conversion of such preferred stock decreased in proportion to the 1-for-15 split ratio, see Note 7.

All share and per share amounts for common stock in these financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split.

Commitments and Contingencies - Summary of Weighted-Average Remaining Lease Terms and Discount Rates (Details)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term	7 years 9 months 18 days	9 years 9 months 18 days
Weighted-average discount rate	6.40%	7.00%

Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive securities excluded from the computation of diluted net loss per share

30,596,388

30,458,084

Series 1 Convertible Preferred Stock

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive securities excluded from the computation of diluted net loss per share

^[1]

29,863,674

Options to Purchase Common Stock

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive securities excluded from the computation of diluted net loss per share

^[2]

718,230

559,542

Unvested RSUs

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive securities excluded from the computation of diluted net loss per share

^[3]

14,484

21,764

Shares Estimated to be Purchased Under 2021 ESPP

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive securities excluded from the computation of diluted net loss per share

13,104

[1]	The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion. See Note 1.
[2]	During January 2024, 149,026 unvested stock options were forfeited due to the November 2023 RIF. See Note 4 for more information.
[3]	During January 2024, 10,183 unvested RSUs were forfeited due to the November 2023 RIF. See Note 4 for more information.

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding at December 31, 2022 \| shares	21,764
Granted \| shares	2,598
Vested \| shares	(5,719)
Forfeited \| shares	(4,159)
Outstanding at December 31, 2023 \| shares	14,484
Outstanding at December 31, 2022 \| $ / shares	$ 41.18
Granted \| $ / shares	7.79
Vested \| $ / shares	46.43
Forfeited \| $ / shares	26.16
Outstanding at December 31, 2023 \| $ / shares	$ 37.43

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss - basic and diluted	$ (62,007)	$ (113,012)
Denominator:
Weighted average shares used in the calculation of net loss per share, basic	1,817,506	1,800,447
Weighted average shares used in the calculation of net loss per share, diluted	1,817,506	1,800,447
Net loss per share - basic	$ (34.12)	$ (62.77)
Net loss per share - diluted	$ (34.12)	$ (62.77)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 11
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
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-Topic 260
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-Name Accounting Standards Codification
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-Subparagraph (d)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
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-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Useful Lives of Assets

The useful lives of the assets are as follows:


		Estimated Useful Life (in years)
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of life of the asset or remaining lease term

Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 76,732	$ 130,191
Restricted cash - other long term assets	1,542	1,776
Total cash, cash equivalent and restricted cash	$ 78,274	$ 131,967

Stock-Based Compensation - Summary of Weighted-average Assumptions Used to Determine Grant Date Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 18 days	8 years 3 months 18 days
Expected Volatility	73.10%	71.30%
Risk-free interest rate	3.60%	2.90%

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 35
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Employee Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Defined contribution plan, description	The Company has a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (401(k) Plan).
Automatic matching contribution basis	one-for-one
First automatic matching contribution plan percent	3.00%
Percentage of employees eligible for dollar automatic matching contribution plan	50.00%
Dollar based automatic matching contribution plan percent	2.00%
Employer matching contribution maximum percent of match	4.00%
Matching contribution under this provision total	$ 600,000	$ 900,000
Discretionary contributions	$ 0	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting.

Segment information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company views its operations and manages its business in one operating segment.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions, including knowledge about current events and expectations about actions the Company may take in the future, that the Company believes are reasonable under the circumstances. Actual results could vary from the amounts derived from management’s estimates and assumptions.

Fair value measurements

The Company's financial assets carried at fair value consist of cash equivalents held in money market accounts that are valued using quoted prices in active markets for identical instruments. Due to their short-term nature, the carrying values for cash, restricted cash, accounts receivable and accounts payable approximate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable.

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument.

For nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property and equipment and operating lease right-of-use assets. If measured at fair value in the balance sheets, these would generally be classified within Level 3 of the fair value hierarchy.

Concentration of credit risk and other risks and uncertainties

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivables. The Company’s cash and restricted cash are deposited in accounts at large financial institutions and its cash equivalents are primarily held in prime and U.S.

government money market funds. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, restricted cash and cash equivalents are held.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is recorded using the straight-line method based on the estimated useful lives of the depreciable property or, for leasehold improvements, the remaining term of the lease, whichever is shorter. The useful lives of the assets are as follows:


		Estimated Useful Life (in years)
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of life of the asset or remaining lease term

Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recognized in the statement of operations and comprehensive loss. Expenditures for maintenance and repairs are expensed as incurred.

Impairment of long-lived assets

A long-lived asset may be impaired when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset or asset group's carrying value exceeds its fair value and would be recorded as a reduction in the carrying value of the related asset to its fair value and a charge to operating expense. The Company reviews the carrying amount of its long-lived assets, including property and equipment, for impairment whenever events indicate that the carrying amount of the assets may not be fully recoverable.

As the Company’s market capitalization is below the carrying value of equity, the Company regularly assesses if its long-lived assets are impaired by comparing the estimated fair value of the long-lived assets to their respective carrying amounts. The impairment of long-lived asset charge relates solely to the operating lease right-of-use assets and reduces the carrying value of the associated right-of-use assets to the estimated fair values. The fair values are estimated using a discounted cash flows approach on forecasted future cash flows derived from current market data including discount rate, rent and rent escalation rates, downtime and abatement assumptions. The fair value of our right-of-use assets may change as a result of a change in any of these inputs. During the twelve months ended December 31, 2023 and 2022, the Company recorded long-lived asset impairment charges related to right-of-use assets within selling, general and administrative expenses on the statement of operations and comprehensive loss of $2.8 million and $3.6 million, respectively.

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. The Topic requires a lessee to determine if an arrangement is a lease or contains a lease at contract inception, to recognize right-of-use ("ROU") assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the balance sheets and to disclose key information about leasing arrangements. The Company's lease agreements may include variable lease payments which are not included in the initial measurement of the right-of-use asset or lease liability due to the uncertainty of the payment amount and is recorded as lease cost in the period incurred. Lease expense is recognized on a straight-line basis over the lease term.

For the Company's operating leases, the Company accounts for the lease and non-lease components as a single lease component, the lease liability is initially measured at the present value of the unpaid lease payments at lease commencement date. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease right-of-use asset includes any lease payments to be made and excludes lease

incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

Research and development costs

Research and development expenses include certain payroll and personnel expenses, laboratory supplies, consulting costs, external contract research and development expenses, allocated overhead and facility occupancy costs. Costs to develop the Company’s technologies, including software, are recorded as research and development expense except for costs that meet the criteria to be capitalized as internal-use software costs.

The Company does not capitalize pre-launch inventory costs until future commercialization is considered probable and the future economic benefit is expected to be realized. Capitalizing pre-launch inventory costs will not occur prior to obtaining an EUA or other FDA marketing authorization, commercialization is considered probable and future economic benefit can be asserted. The Company records such costs as research and development expenses, or if used in marketing evaluations records such costs as selling, general and administrative expenses. All materials, equipment, and external consulting costs associated with developing aspects of the production line that do not have an alternative future use are expensed as research and development costs until regulatory approval or clearance is obtained and commercialization is probable. Materials, equipment, and external consulting costs associated with developing aspects of the production line that are deemed to have an alternative future use are capitalized as property and equipment, assessed for impairment and depreciated over their related useful lives.

The Company makes estimates of its accrued research and development expenses as of each balance sheet date in its financial statements based on facts and circumstances at that time through discussions internally and with service providers to confirm the accuracy of progress and stage of completion. The Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed requires judgment and actual results may vary.

Preferred stock

The Company has classified its Series 1 convertible preferred stock as permanent equity within the accompanying balance sheet at December 31, 2023 and December 31, 2022 due to the immaterial liquidation value of the shares.

The Company also evaluates the features of its convertible preferred stock to determine if the features require bifurcation from the underlying shares by evaluating whether they are clearly and closely related to the underlying shares and if they do, or do not, meet the definition of a derivative.

Stock-based compensation

The Company maintains an equity incentive plan as a long-term incentive for employees, consultants, and directors. We generally issue new common shares upon exercise of options and vesting of RSUs. The Company accounts for all stock-based awards granted to employees and directors based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The measurement date for stock awards, including stock options and restricted stock units (RSUs) is the date of grant. Awards granted by the Company are routine in nature including new hire, annual, and promotional grants that are not designed to be spring-loaded, and therefore the market price is not adjusted when estimating the grant-date fair value of these awards. From time to time, the Company may grant stock options to employees, including executive officers, and consultants that vest upon the satisfaction of service-based, performance-based or market-based vesting conditions.

For awards that vest based on multiple conditions, the Company estimates the fair value on its grant date using the Black-Scholes option valuation model or the Monte Carlo Simulation valuation model, depending on the terms and conditions of the particular award.

•

For awards where vesting occurs based on a service condition only, the Company recognizes compensation expense using the straight-line method over the requisite service period.

•

For awards where vesting occurs based on either a service condition or a performance condition, the Company recognizes stock-based compensation over the requisite service period using the accelerated attribution method for awards with a performance condition if the performance condition is deemed probable of being met.

•

For awards where vesting occurs based on either a service condition or a market condition, compensation expense is recognized over the requisite service period. If the market condition is satisfied prior to the completion of the requisite service period, any remaining unrecognized compensation expense will be accelerated at that time. The Company does not reverse compensation expense associated with these awards if the market condition is not met.

The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are accounted for as they occur.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes options-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The fair value of each restricted stock unit is determined based on the number of shares granted and the value of the Company’s common stock on the date of grant.

Net loss per share attributable to common stockholders

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of potential dilutive securities. The Series 1 convertible preferred stock are participating securities but because they do not have the obligation to share in the loss of the Company, are excluded from the calculation of basic net loss per share. Stock options, unvested RSUs, Series 1 convertible preferred stock, and shares estimated to be purchased under the Company’s employee stock purchase plan (ESPP) are considered potentially dilutive common stock. The Company computes diluted net loss per share after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive.

For the years ended December 31, 2023 and 2022, the Company reported a net loss. The potentially dilutive common stock would have been anti-dilutive and therefore basic and diluted loss per share attributable to common stockholders were the same.

Comprehensive loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company did not have any other comprehensive income or loss for either period presented, and therefore comprehensive loss was the same as the Company’s net loss.

Emerging growth company status

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

New Accounting Pronouncements

Recently issued accounting pronouncements

There are no accounting pronouncements pending at December 31, 2023 that we expect to have a material impact on our financial statements and disclosures.

Recently adopted accounting standards

We did not adopt any new accounting standards during the twelve months ended December 31, 2023

Balance Sheet Components - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment	$ 15,974	$ 15,150
Less accumulated depreciation	(12,944)	(12,822)
Total	3,030	2,328
Construction in progress	0	984
Property and equipment, net	3,030	3,312
Lab Equipment
Property Plant And Equipment [Line Items]
Property and equipment	13,289	12,521
Office and Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment	562	548
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment	870	828
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment	$ 1,253	$ 1,253

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment	1
Impairment of long-lived assets \| $	$ 2,766	$ 3,593
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense	Selling, General and Administrative Expense

Stock-Based Compensation - Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 4,351	$ 5,368
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	967	1,313
Selling, General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 3,384	$ 4,055

Fair Value Measurements - Summary of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Total assets measured at fair value	$ 72,143	$ 127,404
Level 1
Assets:
Total assets measured at fair value	72,143	127,404
Money Market Funds
Assets:
Cash equivalents	72,143	127,404
Money Market Funds \| Level 1
Assets:
Cash equivalents	$ 72,143	$ 127,404

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

8. Stock-based compensation

Effective July 5, 2023, the Company completed a 1-for-15 Reverse Stock Split of its issued and outstanding shares of common stock, as further described in Note 1 and Note 7. All stock options and restricted stock units outstanding immediately prior to the Reverse Stock Split, as well as strike price and fair value amounts, were adjusted pursuant to the terms of the Company's equity incentive plans to give effect to the Reverse Stock Split. The number of shares of common stock issuable upon the exercise of each stock option and the settlement of each restricted stock unit decreased in proportion to the 1-for-15 ratio and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans was proportionately adjusted to give effect to the Reverse Stock Split.

2013 Equity Incentive Plan

The 2013 Equity Incentive Plan (2013 Plan) provides the Board of Directors the discretion to grant stock options and other equity-based awards to employees, directors, and consultants of the Company. The Board of Directors administers the 2013 Plan and has discretion to delegate some or all of the administration of the 2013 Plan to a committee or committees or an officer. To date, the Company has only granted Incentive Stock Options (ISOs) and Non-statutory Stock Options (NSOs) to employees, consultants, and directors. Following the completion of the Company’s IPO no additional shares have been granted under the 2013 Plan. However, the 2013 Plan will continue to govern outstanding equity awards granted thereunder. To the extent outstanding options granted under the 2013 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2013 Plan, the number of shares underlying such awards will be available for future grant under the 2021 Equity Incentive Plan.

2021 Equity Incentive Plan

In February 2021, the Board of Directors adopted the 2021 Equity Incentive Plan (2021 Plan), and our stockholders approved the 2021 Plan. The 2021 Plan is a successor to and continuation of the 2013 Plan. To date, the Company has only granted ISOs, NSOs and Restricted Stock Units (RSUs) to employees and directors. Therefore, the below discussion is limited to the terms applicable to ISOs and NSOs (collectively, stock options or options), and RSUs.

2021 Employee Stock Purchase Plan (ESPP)

In February 2021, the Company’s Board of Directors adopted the ESPP, and our stockholders approved the ESPP. The price at which stock is purchased under the ESPP is equal to 85% of the fair market value of the Company's common stock on the first or the last day of the offering period, whichever is lower. Generally, each offering under the ESPP will be for a period of six months as determined by the Company's Board of Directors. Employees may invest up to 15% of their qualifying gross compensation through payroll deductions. In no event may an employee purchase more than 4,750 shares of common stock during any six-month offering period.

The ESPP was terminated during the twelve months ended December 31, 2023.

The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation; therefore, stock-based compensation expense of $0.01 million and $0.3 million related to the ESPP has been recorded for the twelve months ended December 31, 2023 and 2022, respectively.

2021 Inducement Plan

In November 2021, the Company's Board of Directors adopted the 2021 Inducement Plan (Inducement Plan). The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). Under the Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other awards to individuals not previously employees or directors of the Company, as an inducement toward entering into employment with the Company. The maximum number of shares of common stock that may be issued under the Inducement Plan is 3,000,000 shares.

Stock option activity

A summary of option activity during the twelve months ended December 31, 2023 is as follows:


	Number of Units Outstanding			Weighted Average Exercise Price per Unit		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		559,542		$	52.87		8.6	$	—
Granted		318,122		$	7.44
Exercised		—		$	—
Forfeited		(127,117	)	$	21.83
Expired		(32,317	)	$	52.10
Outstanding at December 31, 2023		718,230		$	38.28		8.3	$	—
Options vested and expected to vest at December 31, 2023		718,230		$	38.28		8.3	$	—
Options vested and exercisable at December 31, 2023		281,946		$	65.08		7.4	$	—

As of December 31, 2023, the total unrecognized stock-based compensation related to stock options was $5.5 million, which is expected be recognized over a weighted-average period of approximately 2 years. During January 2024, $1.2 million of unrecognized stock-based compensation expense was cancelled as a result of stock option forfeitures related to the November 2023 RIF. See Note 4 for more information. Total options vested during the year were 126,596 with a total fair value of $4.0 million.

As of December 31, 2023, the Company has granted service-based stock option awards which may accelerate vesting upon performance-based or market-based conditions.


	Twelve months ended December 31,
	2023	2022
Expected term (in years)	6.3	8.3
Expected Volatility	73.1%	71.3%
Risk-free interest rate	3.6%	2.9%
Expected Dividend yield	—%	—%

The weighted-average grant date fair value per share was $5.05 and $11.78 for stock options granted during the twelve months ended December 31, 2023 and 2022, respectively.

The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of guideline companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The simplified

method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Restricted stock units

A summary of RSU activity during the twelve months ended December 31, 2023 is as follows:


	Number of Units Outstanding			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		21,764		$	41.18
Granted		2,598		$	7.79
Vested		(5,719	)	$	46.43
Forfeited		(4,159	)	$	26.16
Outstanding at December 31, 2023		14,484		$	37.43

As of December 31, 2023, the total unrecognized stock-based compensation related to RSUs was $0.5 million, which is expected to be recognized over a weighted average period of approximately 2 years. During January 2024, $0.4 million of unrecognized stock-based compensation expense was cancelled as a result of RSU forfeitures related to the November 2023 RIF. See Note 4 for more information. Outstanding RSUs as of December 31, 2023 includes 10 RSUs that were vested, but not yet delivered.

Stock-based compensation expense

The following table summarizes the components of stock-based compensation expense recorded in the Company’s statement of operations and comprehensive loss (in thousands):


	Twelve months ended December 31,
	2023		2022
Research and development	$	967	$	1,313
Selling, general and administrative		3,384		4,055
Total stock-based compensation	$	4,351	$	5,368

Statements of stockholders' equity - USD ($) $ in Thousands	Total	Series 1 Convertible Preferred Stock	Preferred Stock Series 1 Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ 233,977		$ 3	$ 0	$ 598,916	$ (364,942)
Balance, Shares at Dec. 31, 2021			29,863,674
Balance, Shares at Dec. 31, 2021				1,785,476
Stock Issued During Period, Value, Employee Benefit Plan	98				98
Stock Issued During Period, Shares, Employee Benefit Plan				8,199
Issuance of Common Stock pursuant to employee stock purchase plan	308				308
Issuance of Common Stock pursuant to employee stock purchase plan, Shares				17,721,000
Stock-based compensation expense	5,368				5,368
Net Income (Loss)	(113,012)					(113,012)
Balance at Dec. 31, 2022	$ 126,739		$ 3	$ 0	604,690	(477,954)
Balance, Shares at Dec. 31, 2022		29,863,674	29,863,674
Balance, Shares at Dec. 31, 2022	1,811,396			1,811,396
Stock Issued During Period, Shares, Employee Benefit Plan				6,030
Issuance of Common Stock pursuant to employee stock purchase plan	$ 33			$ 4,560	33
Stock-based compensation expense	4,351				4,351
Net Income (Loss)	(62,007)					(62,007)
Balance at Dec. 31, 2023	$ 69,116		$ 3	$ 0	$ 609,074	$ (539,961)
Balance, Shares at Dec. 31, 2023		29,863,674	29,863,674
Balance, Shares at Dec. 31, 2023	1,821,986			1,821,986

- Definition

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

+ References

+ Details

- Definition

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

+ References

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+ Details

Stockholders' Equity - Additional Information (Details)			1 Months Ended	6 Months Ended	12 Months Ended
Stockholders' Equity - Additional Information (Details)	Jul. 05, 2023	Jul. 27, 2022 $ / shares	Feb. 28, 2021 $ / shares shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Class Of Stock [Line Items]
Minimum bid price requirement \| $ / shares		$ 1
Preferred stock dividend declared or accrued \| $					$ 0
Common stock, shares authorized			200,000,000		200,000,000	200,000,000
Common stock, par value \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Minimum bid price \| $ / shares		$ 1
Reverse stock split	As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.			a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.
Common stock, voting rights			one vote per share
Common Stock
Class Of Stock [Line Items]
Shares issued on conversion of convertible preferred shares					7,555,432
Preferred stock dividend declared or accrued \| $					$ 0	$ 0
Common stock, shares authorized				200,000,000
Reverse stock split	1-for-15
Series 1 Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible preferred stock outstanding					29,863,674	29,863,674
Convertible preferred stock, shares issued					29,863,674	29,863,674
Convertible preferred stock, shares authorized				60,000,000	60,000,000	60,000,000
Shares issued on conversion of convertible preferred shares					29,863,674
Liquidation preference of convertible preferred stock \| $ / shares					$ 0.0001	$ 0.0001
Series 1 Convertible Preferred Stock \| Conversion Into Series2 Non-voting Convertible Preferred Stock
Class Of Stock [Line Items]
Conversion ratio					1
Series 1 Convertible Preferred Stock \| Conversion Into Common Stock
Class Of Stock [Line Items]
Conversion ratio					1
Series 2 Non-voting Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible preferred stock outstanding					0	0
Conversion ratio					1
Notice period					61 days
Liquidation preference of convertible preferred stock \| $ / shares					$ 0.0001
Series 2 Non-voting Convertible Preferred Stock \| Maximum
Class Of Stock [Line Items]
Percentage of number of issued and outstanding shares of common stock beneficially owned by holder					4.99%
Increase in percentage of number of issued and outstanding shares of common stock beneficially owned by holder					19.99%
Convertible Preferred Stock
Class Of Stock [Line Items]
Shares issued on conversion of convertible preferred shares					10,804,295
Conversion of Stock, Amount Converted \| $					$ 225,400,000
Reverse stock split					1-for-15 ratio
Convertible Preferred Stock \| IPO
Class Of Stock [Line Items]
Shares issued on conversion of convertible preferred shares					42,705,056

Organization and Nature of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended	12 Months Ended
	Jul. 05, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2021
Organization And Nature Of Business [Line Items]
Net loss			$ 62,007	$ 113,012
Cash and cash equivalents			76,732	$ 130,191
Restricted cash			$ 1,500
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Reverse stock split	As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.	a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share.
Common stock, shares, outstanding			1,821,986	1,811,396
Common stock, shares authorized			200,000,000	200,000,000		200,000,000
Maximum
Organization And Nature Of Business [Line Items]
Common stock, shares, outstanding		26,900,000
Series 1 Convertible Preferred Stock
Organization And Nature Of Business [Line Items]
Preferred authorized		60,000,000	60,000,000	60,000,000
Common Stock
Organization And Nature Of Business [Line Items]
Reverse stock split	1-for-15
Common stock, shares, outstanding			1,821,986	1,811,396	1,785,476
Common stock, shares authorized		200,000,000
Common Stock \| Minimum
Organization And Nature Of Business [Line Items]
Common stock, shares, outstanding		1,800,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Statutory Federal Income Tax Rate Effective Tax

The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate:


	December 31,
Effective income tax rate:	2023			2022
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		7.0			6.0
Research and development tax credits		2.3			0.9
Permanent differences		(2.3	)		(0.5	)
Change in valuation allowance		(28.0	)		(27.4	)
Total provision for income taxes	—%			—%

Significant Components of Deferred Income Taxes

Significant components of the Company's deferred income taxes are as follows (in thousands):


	December 31,
	2023			2022
Deferred tax assets:
Federal and state operating loss carryforwards	$	81,749		$	66,709
Research and development tax credits		9,749			8,384
Lease liabilities		5,806			9,420
Manufacturing line and production equipment		29,413			27,875
Inventory related costs		12,624			12,669
Compensation related items		3,118			2,838
Capitalized research and development costs		20,706			17,880
Property and equipment	702				1,200
Other		583			905
Total gross deferred tax asset		164,450			147,880
Valuation allowance		(160,784	)		(140,411	)
Net deferred tax asset		3,666			7,469
Deferred tax liabilities:
Operating lease right-of-use asset		(3,666	)		(7,469	)
Total deferred tax liabilities		(3,666	)		(7,469	)
Net deferred tax asset	$	—		$	—

Summary of NOLs and Tax Credit Carryforwards

NOLs and tax credit carryforwards as of December 31, 2023 are as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (post December 31, 2017)	$	258,223	Do not expire
NOLs, federal (pre January 1, 2018)		30,901	2033 - 2037
NOLs, state		242,793	2033 to 2041
Research and development tax credits, federal		11,356	2035 to 2041
Research and development tax credits, state		8,731	Do not expire

Reconciliation of Beginning and Ending Balance of Total Gross Unrecognized Tax Benefits

A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits is as follows (in thousands):


	December 31,
	2023		2022
Unrecognized tax benefits at the beginning of the period	$	8,973	$	7,244
Additions for current tax positions		1,365		1,729
Changes for previous tax positions		—		—
Unrecognized tax benefits at the end of the period	$	10,338	$	8,973

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (62,007)	$ (113,012)

- Definition

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

+ References

+ Details

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share data):


	December 31,
	2023			2022
Numerator:
Net loss - basic and diluted	$	(62,007	)	$	(113,012	)
Denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted		1,817,506			1,800,447
Net loss per share - basic and diluted	$	(34.12	)	$	(62.77	)

Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The Company’s Series 1 convertible preferred stock are participating securities but, because they do not have the obligation to share in the loss of the Company, they are excluded from the calculation of basic net loss per

share. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	As of December 31,
	2023		2022
Series 1 convertible preferred stock (1)		29,863,674		29,863,674
Options to purchase common stock (2)		718,230		559,542
Shares estimated to be purchased under 2021 ESPP		—		13,104
Unvested RSUs (3)		14,484		21,764
Total		30,596,388		30,458,084

(1) The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion. See Note 1.

(2) During January 2024, 149,026 unvested stock options were forfeited due to the November 2023 RIF. See Note 4 for more information.

(3) During January 2024, 10,183 unvested RSUs were forfeited due to the November 2023 RIF. See Note 4 for more information.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

12. Employee benefit plans

The Company has a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (401(k) Plan). Under the 401(k) Plan, employees may elect to defer a percentage of their salary, subject to Internal Revenue Service limits. The 401(k) Plan follows the Safe Harbor Deferral provisions, met with a Company Basic Matching Provision in which we provide an automatic matching contribution as follows: one-for-one with respect to the first 3% of an employee’s contributions, and 50 cents on the dollar for the next 2% of the employee’s contributions, up to a maximum company match of 4%. The matching contribution under this provision totaled $0.6 million and $0.9 million for the twelve months ended December 31, 2023 and 2022.

The Company, at its sole discretion, may make discretionary profit-sharing contributions to the accounts of qualifying participants. There were no discretionary contributions to the 401(k) Plan for the twelve months ended December 31, 2023 and 2022.

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

11. Net loss per share

Net loss per share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share data):


	December 31,
	2023			2022
Numerator:
Net loss - basic and diluted	$	(62,007	)	$	(113,012	)
Denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted		1,817,506			1,800,447
Net loss per share - basic and diluted	$	(34.12	)	$	(62.77	)

share. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	As of December 31,
	2023		2022
Series 1 convertible preferred stock (1)		29,863,674		29,863,674
Options to purchase common stock (2)		718,230		559,542
Shares estimated to be purchased under 2021 ESPP		—		13,104
Unvested RSUs (3)		14,484		21,764
Total		30,596,388		30,458,084

(1) The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion. See Note 1.

(2) During January 2024, 149,026 unvested stock options were forfeited due to the November 2023 RIF. See Note 4 for more information.

(3) During January 2024, 10,183 unvested RSUs were forfeited due to the November 2023 RIF. See Note 4 for more information.

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 19, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	Talis Biomedical Corporation
Entity Central Index Key	0001584751
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
Entity File Number	001-40047
Entity Tax Identification Number	46-3122255
Entity Address, Address Line One	1375 West Fulton Market
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60607
City Area Code	650
Local Phone Number	433-3000
Entity Incorporation State Country Code	DE
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TLIS
Security Exchange Name	NASDAQ
Entity Stock, Shares Outstanding		31,685,660
Entity Public Float			$ 8,151,667
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Chicago, Illinois
Common Stock
Document Information [Line Items]
Entity Stock, Shares Outstanding		1,821,986
Series 1 Convertible Preferred Stock
Document Information [Line Items]
Entity Stock, Shares Outstanding		29,863,674

Commitments and Contingencies - Summary of Lease Costs and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease Costs
Operating lease costs	$ 6,635	$ 4,100
Variable lease costs	787	834
Total operating lease costs	7,422	4,934
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$ 3,965	$ 1,360

Balance sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	1,821,986	1,811,396
Common stock, shares, outstanding	1,821,986	1,811,396
Series 1 Convertible Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	60,000,000	60,000,000
Convertible preferred stock, shares issued	29,863,674	29,863,674
Convertible preferred stock outstanding	29,863,674	29,863,674
Preferred stock, aggregate liquidation preference	$ 3	$ 3

Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of Units Outstanding, Beginning Balance	559,542
Number of Units, Granted	318,122
Number of Units, Forfeited	(127,117)
Number of Units, Expired	(32,317)
Number of Units Outstanding, Ending Balance	718,230	559,542
Number of Units Outstanding, Options vested and expected to vest	718,230
Number of Units Outstanding, Options vested and exercisable	281,946
Number of Units Outstanding, Weighted Average Strike Price per Unit, Beginning Balance	$ 52.87
Number of Units, Granted, Weighted Average Strike Price per Unit	7.44
Number of Units, Forfeited, Weighted Average Exercise Price per Unit	21.83
Number of Units, Expired, Weighted Average Exercise Price per Unit	52.1
Number of Units Outstanding, Weighted Average Strike Price per Unit, Ending Balance	38.28	$ 52.87
Number of Units, Options vested and expected to vest, Weighted Average Exercise Price per Unit	38.28
Number of Units, Options vested and exercisable, Weighted Average Exercise Price per Unit	$ 65.08
Number of Units Outstanding, Weighted Average Remaining Contractual Term (in years)	8 years 3 months 18 days	8 years 7 months 6 days
Number of Units, Options vested and expected to vest, Weighted Average Remaining Contractual Term (in years)	8 years 3 months 18 days
Number of Units, Options vested and exercisable, Weighted Average Remaining Contractual Term (in years)	7 years 4 months 24 days
Number of Units Outstanding, Aggregate Intrinsic Value	$ 0	$ 0

Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total revenue, net	$ 2,134	$ 4,812
Operating expenses:
Cost of product sold	41	8,391
Research and development	40,694	70,831
Selling, general and administrative	28,214	40,729
Total operating expenses	68,949	119,951
Loss from operations	(66,815)	(115,139)
Other income	4,808	2,127
Net loss and comprehensive loss	$ (62,007)	$ (113,012)
Net loss per share - basic	$ (34.12)	$ (62.77)
Net loss per share - diluted	$ (34.12)	$ (62.77)
Weighted average shares used in the calculation of net loss per share, basic	1,817,506	1,800,447
Weighted average shares used in the calculation of net loss per share, diluted	1,817,506	1,800,447
Grant
Revenue	$ 1,722	$ 1,160
Product revenue, net
Revenue	$ 412	$ 3,652

Income Taxes - Significant Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Federal and state operating loss carryforwards	$ 81,749	$ 66,709
Research and development tax credits	9,749	8,384
Lease liabilities	5,806	9,420
Manufacturing line and production equipment	29,413	27,875
Inventory related costs	12,624	12,669
Compensation related items	3,118	2,838
Capitalized research and development costs	20,706	17,880
Property and equipment	702	1,200
Other	583	905
Total gross deferred tax asset	164,450	147,880
Valuation allowance	(160,784)	(140,411)
Net deferred tax asset	3,666	7,469
Deferred tax liabilities:
Operating lease right-of-use asset	(3,666)	(7,469)
Total deferred tax liabilities	(3,666)	(7,469)
Net deferred tax asset	$ 0	$ 0

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair value measurements

The following table summarizes the Company's financial assets carried at fair value and measured on a recurring basis by level within the fair value hierarchy (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	72,143	$	—	$	—	$	72,143
Total assets measured at fair value	$	72,143	$	—	$	—	$	72,143


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	127,404	$	—	$	—	$	127,404
Total assets measured at fair value	$	127,404	$	—	$	—	$	127,404

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes - Reconciliation of Beginning and Ending Balance of Total Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits at the beginning of the period	$ 8,973	$ 7,244
Additions for current tax positions	1,365	1,729
Unrecognized tax benefits at the end of the period	$ 10,338	$ 8,973

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

7. Stockholders’ equity

Common Stock

The Company’s February 2021 amended and restated certificate of incorporation authorized the issuance of up to 200,000,000 shares of common stock, each having a par value of $0.0001 and entitled to one vote per share. No dividends have been declared or paid during the years ended December 31, 2023 and 2022.

On July 27, 2022, the Company received a notice (Notice) from the Nasdaq Stock Market (Nasdaq) that the Company was not in compliance with the $1.00 minimum bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5450(a)(1) (Minimum Bid Price Requirement), as the minimum bid price of the Company’s common stock had been below $1.00 per share for thirty-one (31) consecutive business days as of the date of the Notice.

On January 24, 2023, the Company transferred the listing of its securities to the Nasdaq Capital Market (Capital Market) and received notice from Nasdaq indicating that, while the Company had not regained compliance with the Minimum Bid Price Requirement, Nasdaq determined that the Company was eligible for an additional 180-day

period, or until July 24, 2023, to regain compliance. We committed to effectuating a reverse stock split by the end of the second compliance period, if necessary, to regain compliance with the Minimum Bid Price Requirement. The Notice had no other immediate effect on the listing of the Company’s common stock, which trades on the Capital Market under the symbol “TLIS.”

Effective July 5, 2023, the Company completed a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, as further described in Note 1. As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. The rights and privileges of the holders of shares of common stock are unaffected by the Reverse Stock Split.

The common stock traded on an as-adjusted basis upon market open on July 6, 2023. The purpose of the Reverse Stock Split was to enable the Company to regain compliance with the requirements of Minimum Bid Price Requirement. On July 20, 2023, we received notice from Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share amounts for common stock in these financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital.

Convertible preferred stock

Upon the closing of the IPO, 42,705,056 affiliated convertible preferred stock with a carrying value of $225.4 million were converted into 29,863,674 Series 1 convertible preferred stock. The remaining 10,804,295 outstanding historical convertible preferred stock were converted into 7,555,432 shares of common stock. As of December 31, 2023 and 2022, there were no shares of Series 2 non-voting convertible preferred stock outstanding. The Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock authorized and outstanding have various rights, privileges and features. The Company determined that none of the features required bifurcation from the underlying shares, either because they are clearly and closely related to the underlying shares or because they do not meet the definition of a derivative.

As of December 31, 2023 and December 31, 2022, there were 29,863,674 shares of Series 1 convertible preferred stock issued and outstanding. There were 60,000,000 shares of Series 1 convertible preferred stock with a par value of $0.0001 per share authorized as of December 31, 2023 and December 31, 2022.

The Reverse Stock Split had no impact on the number of shares of the Company's Series 1 convertible preferred stock issued and outstanding. However, the conversion ratio of the outstanding Series 1 convertible preferred stock increased and the number of shares of common stock issuable upon conversion of such Series 1 convertible preferred stock decreased in proportion to the 1-for-15 ratio. The rights and privileges of the holders of shares of Series 1 convertible preferred stock are unaffected by the Reverse Stock Split.

The rights, preferences, and privileges of the Company’s Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock are as follows:

Voting

The holders of our Series 1 convertible preferred stock are entitled to one vote per share. Holders of shares of our common stock and Series 1 convertible preferred stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders. The Series 1 convertible preferred stock does not have cumulative voting rights. Holders of our Series 2 non-voting convertible preferred stock have no voting rights except as required by law or as set forth in our amended and restated certificate of incorporation.

Conversion

The Series 1 convertible preferred stock is convertible, at the election of the holder, into Series 2 non-voting convertible preferred stock on a one-for-one basis at any time following the third anniversary of the closing of the IPO. Shares of Series 1 convertible preferred stock automatically convert to common stock on a one-for-one basis at any time at the discretion of the holder, or upon any sale or transfer of such shares of Series 1 convertible preferred stock.

Conversion of the Series 2 non-voting convertible preferred stock into common stock is prohibited if the holder exceeds a specified threshold of voting security ownership. The Series 2 non-voting convertible preferred stock is convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like; provided that such holder shall not be entitled to convert the Series 2 non-voting convertible preferred in excess of that number of convertible preferred stock which upon giving effect or immediately prior to such conversion would cause the holder to exceed 4.99% ownership or voting power individually or in aggregate with its affiliated holders. The 4.99% can be increased to up to 19.99% by the holders of such shares with 61 days’ notice to the Company. Shares of Series 2 non-voting convertible preferred stock automatically convert to common stock on a one-for-one basis upon any sale or transfer of such shares of Series 2 non-voting convertible preferred stock.

Dividends

The Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock have the right to receive dividends first or simultaneously with payment of dividends on common stock. As of December 31, 2023, no such dividends had been declared or accrued.

Liquidation preference

In the event of any liquidation or dissolution of the Company, holders of the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock are entitled to receive $0.0001 per share prior to the payment of any amount to any holders of our capital stock ranking junior to the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock and thereafter shall participate on an as-if-converted-to-common-stock basis.

Protective provisions

Consent of the holders of a majority of the voting rights of the outstanding Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock is required for any amendment or change of the rights, preferences, privileges, or powers of, or the restrictions provided for the benefit of, the Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock, respectively.

Redemption rights

No shares of Series 1 convertible preferred stock and Series 2 non-voting convertible preferred stock are unilaterally redeemable by either the stockholders or the Company; however, the Company’s amended and restated certificate of incorporation provides that upon any liquidation event such shares shall be entitled to receive the applicable liquidation preference.

Registration rights

In March 2021, the Company entered into a registration rights agreement (the Registration Rights Agreement) with Baker Brothers Life Sciences, L.P. and 667, L.P. (the Baker Funds), holders of the Company’s Series 1 convertible preferred stock and related parties. The obligations of the Company regarding such registration rights include, but are not limited to, file a registration statement with the SEC for the registration of registrable securities, reasonable efforts to cause such registration statement to become effective, keep such registration statement effective for up to 30 days, prepare and file amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and notify each selling holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed. The terms of the Registration Rights Agreement provide for the payment of certain expenses related to the registration of the shares, including a capped

reimbursement of legal fees of a single special counsel for the holders of the shares, but do not impose any obligations for the Company to pay additional consideration to the holders in case a registration statement is not declared effective. On May 10, 2022, the Company filed a registration statement on Form S-3 with the SEC to register the registrable securities pursuant to the Registration Rights Agreement, which registration statement was declared effective on May 24, 2022 (the “Resale Shelf Registration Statement”). Under the Registration Rights Agreement, the Baker Funds also have the right to one underwritten offering per calendar year, but no more than two underwritten offerings or block trades in any twelve-month period, to effect the sale or distribution of their registrable securities, subject to specified exceptions, conditions and limitations. The Registration Rights Agreement also includes customary indemnification obligations in connection with registrations conducted pursuant to the Registration Rights Agreement. In March 2024, the Resale Shelf Registration Statement was terminated because the Company was no longer eligible to register securities on Form S-3 and the Baker Funds waived their rights under the Registration Rights Agreement. This waiver of registration rights is effective for a period of thirty (30) days from the filing of this Form 10-K.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Lease Costs and Supplemental Cash Flow Information

The components of the lease costs and supplemental cash flow information relating to the Company's leases were as follows (in thousands):


	December 31,
Lease Costs	2023		2022
Operating lease costs	$	6,635	$	4,100
Variable lease costs		787		834
Total operating lease costs	$	7,422	$	4,934
Cash flows
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	3,965	$	1,360

Summary of Weighted Average Remaining Lease Terms and Discount Rates


	December 31,
	2023			2022
Weighted-average remaining lease term	7.8 years			9.8 years
Weighted-average discount rate		6.4	%		7.0	%

Schedule of Undiscounted Future Lease Payments

The undiscounted future lease payments for our Redwood City, CA and Chicago, IL operating leases as of December 31, 2023 were as follows (in thousands):


Year ending December 31,	Operating Leases
2024	$	2,970
2025		3,055
2026		3,144
2027		3,235
2028		3,329
2029 and thereafter		9,177
Total future minimum lease payments	$	24,910
Less: imputed interest		(5,243	)
Present value of operating lease liabilities		19,667
Less: current portion of lease liabilities		(2,882	)
Noncurrent portion of lease liabilities	$	16,786

Revenue - Additional Information (Details) $ in Millions	1 Months Ended		12 Months Ended
Revenue - Additional Information (Details) $ in Millions	Oct. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segments \| Segment			1
Revenues			$ 0.0
RADx Initiative
Disaggregation Of Revenue [Line Items]
Revenue received in completion of second stage				$ 0.7
Potential milestone payment	$ 2.0	$ 4.0
Term of contract	Jan. 30, 2022
NIH
Disaggregation Of Revenue [Line Items]
Additional funding available under extension			0.4
Grant revenue recognized			$ 1.7	$ 0.5

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

4. Balance sheet components

Property and equipment, net

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


	December 31,
	2023			2022
Lab equipment	$	13,289		$	12,521
Office and computer equipment		562			548
Furniture and fixtures		870			828
Leasehold improvements		1,253			1,253
Total		15,974			15,150
Less accumulated depreciation		(12,944	)		(12,822	)
Total		3,030			2,328
Construction in progress		—			984
Property and equipment, net	$	3,030		$	3,312

November 2023 RIF liability

In November 2023, due to unforeseen operational challenges, setbacks in product development timelines and volatile market conditions, the Company decided to cease operations in its Redwood City, CA laboratory and office facility and consolidate operations to its Chicago facility and to consider strategic alternatives. In order to further reduce costs and extend its remaining cash, the Company announced a reduction in force of approximately 90% of its work force on November 14, 2023 ("November 2023 RIF"). As part of these actions, the Company provided notices to the impacted employees under the Worker Adjustment and Retraining Act ("WARN Act") for job eliminations to occur through March 2024.

During the twelve months ended December 31, 2023, the Company incurred $3.4 million of expenses related to the November 2023 RIF which included payroll costs for salaries, wages and benefits paid or to be paid to employees during the minimum WARN act retention period and other costs. Expenses related to the November 2023 RIF are

included in Selling, general and administrative and Research and development expenses in the statement of operations and comprehensive loss.

Depending on the outcome of our plans to consider strategic alternatives, the Company expects to incur approximately $0.5 million of additional expenses related to the November 2023 RIF, substantially all of which will consist of charges related to the staff reduction.

The following table summarizes the activity for the November 2023 RIF accrued liability (in thousands):


	Twelve Months ended December 31, 2023
Balance at December 31, 2022	$	—
Charges		3,387
Cash Payments		(1,057	)
Balance at December 31, 2023	$	2,330

The November 2023 RIF accrued liability is included in Accrued Compensation on the balance sheet.

In March 2022 and August 2022, the Company implemented two separate reductions in force (RIF) designed to reduce its operating expenses, preserve cash and align its remaining resources to focus on, among other things, developing women's health and sexual transmitted infection (STI) tests on the Talis One system and internal manufacturing expertise to support our strategic plans. During the twelve months ended December 31, 2022, the Company incurred $1.0 million of expenses related to the March 2022 RIF and $1.5 million of expenses related to the August 2022 RIF.

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

5. Revenue

Product revenue, net

The Company currently operates in one reportable segment. There were no sales to customers outside of the United States during the twelve months ended December 31, 2023.

Grant Revenue

NIH grant

In May 2018, the Company was awarded a grant from the NIH for the Diagnostics via Rapid Enrichment, Identification, and Phenotypic Antibiotic Susceptibility Testing of Pathogens from Blood project. In April 2023, the Company exercised a one-year option under the grant, extending the term through April 2024. There is $0.4 million in additional funding available under the grant as of December 31, 2023, which the Company does not expect to fully utilize.

During each of the twelve months ended December 31, 2023 and 2022, the Company recognized $1.7 million and $0.5 million of revenue related to this grant, respectively.

NIH Rapid Acceleration of Diagnostics - RADx Initiative contracts

In July 2020, the Company was awarded a sub-award grant from the University of Massachusetts Medical School for Phase 1 of the NIH’s RADx initiative and a contract from the NIH directly for Phase 2 of the RADx initiative. The RADx initiative aims to speed the development, validation, and commercialization of innovative, rapid tests that can directly detect COVID-19. In 2021, the Company and the NIH amended the contract for the completion of

the RADx initiative, extending the term of the contract to January 30, 2022 and decreased the potential milestone payment from $4.0 million to $2.0 million. The contract expired on January 30, 2022.

During the twelve months ended December 31, 2022, the Company recognized revenue of $0.7 million related to the RADx initiative.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Segment Information

Segment information

Use of Estimates

Use of estimates

Fair Value Measurements

Fair value measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of credit risk and other risks and uncertainties

Property and Equipment

Property and equipment


		Estimated Useful Life (in years)
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of life of the asset or remaining lease term

Impairment of Long-Lived Assets

Impairment of long-lived assets

Leases

incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

Research and Development Costs

Research and development costs

Preferred Stock

Preferred stock

Stock-Based Compensation

Stock-based compensation

•

For awards where vesting occurs based on a service condition only, the Company recognizes compensation expense using the straight-line method over the requisite service period.

•

The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are accounted for as they occur.

Net Loss Per Share Attributable to Common Stockholders

Net loss per share attributable to common stockholders

Comprehensive Loss

Comprehensive loss

Emerging Growth Company Status

Emerging growth company status

New Accounting Pronouncements

Recently issued accounting pronouncements

There are no accounting pronouncements pending at December 31, 2023 that we expect to have a material impact on our financial statements and disclosures.

Recently adopted accounting standards

We did not adopt any new accounting standards during the twelve months ended December 31, 2023

Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate Effective Tax (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective income tax rate:
Expected income tax benefit at the federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	7.00%	6.00%
Research and development tax credits	2.30%	0.90%
Permanent differences	(2.30%)	(0.50%)
Change in valuation allowance	(28.00%)	(27.40%)

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Summary of Property and Equipment

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


	December 31,
	2023			2022
Lab equipment	$	13,289		$	12,521
Office and computer equipment		562			548
Furniture and fixtures		870			828
Leasehold improvements		1,253			1,253
Total		15,974			15,150
Less accumulated depreciation		(12,944	)		(12,822	)
Total		3,030			2,328
Construction in progress		—			984
Property and equipment, net	$	3,030		$	3,312

Schedule of November 2023 RIF Accrued Liabilities

The following table summarizes the activity for the November 2023 RIF accrued liability (in thousands):


	Twelve Months ended December 31, 2023
Balance at December 31, 2022	$	—
Charges		3,387
Cash Payments		(1,057	)
Balance at December 31, 2023	$	2,330

Commitments and Contingencies - Schedule of Undiscounted Future Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2024	$ 2,970
2025	3,055
2026	3,144
2027	3,235
2028	3,329
2029 and thereafter	9,177
Total future minimum lease payments	24,910
Less: imputed interest	(5,243)
Present value of operating lease liabilities	19,667
Less: current portion of lease liabilities	(2,882)	$ (3,703)
Noncurrent portion of lease liabilities	$ 16,786	$ 29,879

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 14, 2023	Dec. 31, 2023	Dec. 31, 2022
November 2023 Rif
Supplier Finance Program [Line Items]
Work force reduction	90.00%
Expense related to reduction in force	$ 0.5	$ 3.4
March 2022 Rif
Supplier Finance Program [Line Items]
Expense related to reduction in force			$ 1.0
August 2022 Rif
Supplier Finance Program [Line Items]
Expense related to reduction in force			$ 1.5

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2022
Commitments And Contingencies [Line Items]
Remeasurement of operating lease right-of-use asset for lease modification		$ (18,696)	$ 0
Operating lease right-of-use-assets		12,419	30,920
Operating lease liability		19,667
Impairment of long-lived assets		2,766	3,593
Standby Letters of Credit
Commitments And Contingencies [Line Items]
Line of Credit		1,000
Letter of Credit
Commitments And Contingencies [Line Items]
letter of credit facility	$ 800
Cash collateral for line of credit facility		700
Chicago, IL \| Letter of Credit
Commitments And Contingencies [Line Items]
Cash collateral for line of credit facility		800
Redwood City, CA \| Letter of Credit
Commitments And Contingencies [Line Items]
letter of credit facility	$ 700			$ 1,000
Laboratory and Office Space \| Chicago, IL
Commitments And Contingencies [Line Items]
Renewal term	10 years 6 months
Laboratory and Office Space \| Redwood City, CA
Commitments And Contingencies [Line Items]
Annual minimum commitment	$ 1,000
Initial term of operating lease	7 years
Option to extend	no option to extend
Fixed escalations percentage per annum	3.50%
Operating lease right-of-use-assets	$ 7,300
Operating lease liability	$ 7,300
Impairment of long-lived assets		$ 2,800	$ 3,600

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6. Commitments and contingencies

Operating leases

In March 2023, the Company entered into a lease termination agreement with the landlord of its former Redwood City, CA facility. The original term of the lease commenced in June 2022 and was for an initial term of 10.5 years. As a result of this modification, the Company remeasured the lease liability and the corresponding right-of-use asset resulting in a reduction of each by $18.7 million. The Company incurred immaterial customary termination and broker fees during the twelve months ended December 31, 2023. The lease of our former Redwood City, CA facility was terminated on May 12, 2023.

In March 2023, the Company entered into a sublease for laboratory and office space in its current Redwood City, CA facility. The sublease will continue for a term of 7 years, with no option to extend. The minimum annual commitment under the new sublease is approximately $1.0 million with fixed escalations of 3.5% per annum. The sublease commenced for accounting purposes on May 1, 2023 and the Company recorded a lease liability and corresponding right-of-use asset and liability of $7.3 million. While the sublease is still in effect, in November 2023, the Company decided to cease operations in its Redwood City laboratory and office facility and have consolidated all of its operations to its Chicago office during 2024.

The Company recorded long-lived asset impairment charges related to right-of-use assets of $2.8 million and $3.6 million during the twelve months ended December 31, 2023 and 2022, respectively. Refer to Note 2, "Long-lived asset impairment" for more information.

The components of the lease costs and supplemental cash flow information relating to the Company's leases were as follows (in thousands):


	December 31,
Lease Costs	2023		2022
Operating lease costs	$	6,635	$	4,100
Variable lease costs		787		834
Total operating lease costs	$	7,422	$	4,934
Cash flows
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	3,965	$	1,360


	December 31,
	2023			2022
Weighted-average remaining lease term	7.8 years			9.8 years
Weighted-average discount rate		6.4	%		7.0	%

The undiscounted future lease payments for our Redwood City, CA and Chicago, IL operating leases as of December 31, 2023 were as follows (in thousands):


Year ending December 31,	Operating Leases
2024	$	2,970
2025		3,055
2026		3,144
2027		3,235
2028		3,329
2029 and thereafter		9,177
Total future minimum lease payments	$	24,910
Less: imputed interest		(5,243	)
Present value of operating lease liabilities		19,667
Less: current portion of lease liabilities		(2,882	)
Noncurrent portion of lease liabilities	$	16,786

Standby letters of credit

In January 2022, in conjunction with the Company’s former Redwood City, CA operating lease, the Company entered into a standby letter of credit (LOC) in the amount of $1.0 million to secure the lease through its expiration. In March 2023, the Company entered into a lease termination agreement with the landlord of its former Redwood City, CA facility, which accelerated the lease termination date to May 12, 2023. During the twelve months ended December 31, 2023 all the criteria in the termination agreement were met and the landlord released the LOC of $1.0 million, which is now classified within cash and cash equivalents on the balance sheet as of December 31, 2023.

In March 2023, the Company entered into a sublease for laboratory and office space in its current Redwood City, CA facility. The Company is required to hold a LOC in the amount of $0.7 million to secure this lease through expiration. The Company is required to maintain a cash balance of $0.7 million as collateral for the LOC, which has been classified in other long-term assets on the balance sheet as of December 31, 2023, because it is unavailable for a period longer than one year from the balance sheet date.

In conjunction with the Chicago, IL laboratory and office space lease, the Company is required to hold an additional LOC in the amount of $0.8 million to secure this lease through its expiration. The Company is required to maintain a cash balance of $0.8 million as collateral for the LOC, which is classified in other long-term assets on the balance sheet as of December 31, 2023, because it is unavailable for a period longer than one year from the balance sheet date.

The Company has not drawn upon any LOC through December 31, 2023.

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The Company also provides indemnification to directors and officers of the Company to the maximum extent permitted under applicable Delaware law. The maximum potential amount of future payments that the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As December 31, 2023, the Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Contingencies

The Company is party to certain legal matters arising in the ordinary course of its business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. The Company records a provision for contingent losses when it is both probable that a liability has been incurred at the date of the

financial statements and the amount of the loss can be reasonably estimated. When management determines that it is not probable, but rather reasonably possible that a liability has been incurred at the date of the financial statements, management discloses such contingencies and the possible loss or range of loss if such estimate can be made. Any estimated range is based on currently available information and involves elements of judgment and significant uncertainties. Circumstances change over time and actual results may vary significantly from estimates.

On or about January 7, 2022, John Modrak filed a class action in the United States District Court for the Northern District of California against the Company, certain of its officers and directors, and J.P. Morgan Securities LLC, BofA Securities, Inc., Piper Sandler & Co., and BTIG, LLC, underwriters of the Company’s February 2021 initial public offering (“IPO”), captioned as Modrak v. Talis Biomedical Corp., et al., No. 3:22-cv-00105, purportedly on behalf of shareholders who purchased shares of the Company’s stock that were registered in the Company’s IPO. On February 18, 2022, Karen Mitcham filed a substantively identical lawsuit in the same court captioned as Mitcham v. Talis Biomedical Corp., et al., No. 3:22-cv-01039-JD, against the Company, and the same officers and directors as the Modrak lawsuit. These two cases were consolidated and co-lead plaintiffs were appointed as mandated by the applicable federal securities laws. On December 9, 2022, the Court granted the Company’s motion to dismiss and gave plaintiffs leave to amend their consolidated complaint. On January 13, 2023, the plaintiffs filed an amended complaint, asserting claims for violation of Section 11 of the Securities Act of 1933 (“Securities Act”) against all defendants and Section 15 of the Securities Act against the individual defendants. The amended complaint alleges that the Company’s registration statement and prospectus issued in connection with the Company’s IPO was false and misleading, and omitted to state material adverse facts, related to (1) instrument manufacturing, (2) the reliability and accuracy of the Company’s Talis One COVID-19 test, and (3) the comparator test used in the Company’s primary study in support of its EUA application for the Talis One COVID-19 Test System. The amended complaint seeks unspecified damages under Sections 11 and 15 of the Securities Act, reasonable attorneys’ fees, and other costs. The amended complaint does not assert claims against the above referenced underwriters. On April 28, 2023, the Court denied our motion to dismiss. On February 9, 2024, the Court certified the class and appointed plaintiff Martin Dugan as class representative. Discovery is ongoing. Trial is currently set for February 24, 2025.

The Company has not recorded an accrual related to this matter as of December 31, 2023 as it determined that any such loss contingency was not probable or reasonably estimable.

Other than the litigation matters discussed above, the Company currently does not believe that the ultimate outcome of any of the matters is probable or reasonably estimable, or that these matters will have a material adverse effect on its business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation and other negotiations can have an adverse impact on the Company because of litigation and settlement costs, diversion of management resources and other factors. Legal costs are expensed as incurred.