0000950170-24-098525 | 10-Q | XBRL Viewer

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Stock-Based Compensation - Summary of Stock Options (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Units Outstanding, Beginning Balance	718,230
Number of Units, Exercised	(167)
Number of Units, Forfeited	(129,612)
Number of Units, Expired	(45,435)
Number of Units Outstanding, Ending Balance	543,016	718,230
Number of Units Outstanding, Options vested and expected to vest	543,016
Number of Units Outstanding, Options vested and exercisable	314,200
Number of Units Outstanding, Weighted Average Strike Price per Unit, Beginning Balance	$ 38.28
Number of Units, Exercised, Weighted Average Strike Price per Unit	7.43
Number of Units, Forfeited, Weighted Average Exercise Price per Unit	13.4
Number of Units, Expired, Weighted Average Exercise Price per Unit	62.96
Number of Units Outstanding, Weighted Average Strike Price per Unit, Ending Balance	42.16	$ 38.28
Number of Units, Options vested and expected to vest, Weighted Average Exercise Price per Unit	42.16
Number of Units, Options vested and exercisable, Weighted Average Exercise Price per Unit	$ 57.09
Number of Units Outstanding, Weighted Average Remaining Contractual Term (in years)	7 years 8 months 12 days	8 years 7 months 6 days
Number of Units, Options vested and expected to vest, Weighted Average Remaining Contractual Term (in years)	7 years 8 months 12 days
Number of Units, Options vested and exercisable, Weighted Average Remaining Contractual Term (in years)	7 years 3 months 18 days
Number of Units Outstanding, Aggregate Intrinsic Value		$ 0
Number of Units Exercised, Aggregate Intrinsic Value	$ 280
Options vested and expected to vest, Aggregate Intrinsic Value	200,000
Options vested and exercisable, Aggregate Intrinsic Value	$ 138,000

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, these unaudited condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements include all adjustments necessary to fairly state the financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments are of a normal, recurring nature. The results for any interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2024 or for any future period. The condensed balance sheet presented as of December 31, 2023 has been derived from the audited financial statements as of that date. The condensed financial statements and notes as presented do not contain all information that is included in the annual financial statements and notes thereto of the Company. The condensed financial statements and notes included in this Quarterly Report should be read in conjunction with the financial statements and notes included in the Company’s 2023 Annual Report on Form 10-K (Annual Report) filed with the SEC. The significant accounting policies used in preparation of these condensed financial statements as of and for the three and six months ended June 30, 2024 are consistent with those described in our Annual Report.
Use of estimates	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.
Concentration of credit risk and other risks and uncertainties	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.
Impairment of Long-Lived Assets	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. Operating lease impairment charges reduces the carrying value of the associated right-of-use assets to their 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. 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. During the three months ended March 31, 2024, the Company recorded long-lived asset impairment charges of $1.1 million related to property and equipment and $3.9 million related to right-of-use assets within selling, general and administrative expenses in the condensed statement of operations and comprehensive loss. These impairment losses primarily related to the right-of-use asset and property and equipment that the Company used in its operations at its Redwood City laboratory and office facility prior to its decision to abandon this location and consolidate all of its operations to its Chicago office during the first quarter of 2024. During the three months ended June 30, 2024, in connection with changes in facts and circumstances related to use of certain manufacturing automation equipment, the Company reviewed the carrying amount of the manufacturing automation equipment used to make the Talis One single-use test cartridges for impairment. The estimated fair value of manufacturing automation equipment, if not used to manufacture the Talis One single-use test cartridges, is equal to the fair value of its component parts, which could be sold separately. During the three months ended June 30, 2024, the Company recorded long-lived asset impairment charges of $1.0 million, within selling, general and administrative expenses in the condensed statement of operations and comprehensive loss, to reduce the carrying amount of the manufacturing automation equipment to the estimated fair value of its component parts.
New accounting pronouncements	New accounting pronouncements Recently issued accounting pronouncements There are no accounting pronouncements pending at June 30, 2024 that we expect to have a material impact on our financial statements or disclosures. Recently adopted accounting standards We did not adopt any new accounting standards during the three and six months ended June 30, 2024.

Organization and Nature of Business

6 Months Ended

Jun. 30, 2024

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. During the three months ended June 30, 2024, the Company suspended all research and development activities. 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 $21.9 million for the six months ended June 30, 2024.

Management expects to continue to incur additional losses in the foreseeable future. Since November 2023, a special committee of the Board of Directors consisting of independent and disinterested directors (the “Special Committee”) has considered equity or debt financing alternatives, and engaged TD Cowen as a financial advisor in evaluating other strategic alternatives, including acquisition, merger, reverse merger, divestiture of assets, licensing or other strategic transactions, or a voluntary reorganization, dissolution or liquidation of the Company. During the three months ended June 30, 2024, the Special Committee completed its evaluation of possible strategic transactions and as of August 19, 2024 had not identified any viable strategic transactions that would be in the best interests of the Company or its stockholders. To further reduce expenditures, as of June 30, 2024, the Company has ceased all research and development and other revenue generating activities.

As of June 30, 2024 the Company had unrestricted cash and cash equivalents of $59.9 million and $0.8 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.

Stock-Based Compensation - Additional Information (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($) shares
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to stock options	$ 2.9	$ 2.9
Expected weighted-average period for recognition of compensation expense related		2 years
Total options vested \| shares	77,856
Fair value of options vested	$ 1.6
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock based compensation related to restricted stock units	$ 0.1	$ 0.1
Expected weighted-average period for recognition of compensation expense related		1 year 6 months
RSUs that were vested, but not yet delivered \| shares	549	549

- 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.

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+ Details

Organization and Nature of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Organization And Nature Of Business [Line Items]
Net loss	$ 8,849	$ 13,035	$ 15,034	$ 17,831	$ 21,884	$ 32,865
Cash and cash equivalents	59,867		$ 98,200		59,867	$ 98,200	$ 76,732
Restricted cash	$ 800				$ 800
Common stock, par value	$ 0.0001				$ 0.0001		$ 0.0001
Common stock, shares, outstanding	1,822,153				1,822,153		1,821,986
Common stock, shares authorized	200,000,000				200,000,000		200,000,000
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]
Common stock, shares, outstanding	1,822,153	1,822,153	1,819,029	1,816,189	1,822,153	1,819,029	1,821,986	1,811,396

Summary of significant accounting policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets	$ 1,000		$ 6,006	$ 0
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
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets		$ 1,100
Right Of Use Assets
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets		$ 3,900

Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net loss per share	30,409,005	30,616,978
Series 1 Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net loss per share	29,863,674	29,863,674
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net loss per share	543,016	733,987
Unvested RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted net loss per share	2,315	19,317

Condensed Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 59,867	$ 98,200
Restricted cash	0	1,010
Restricted cash – other long-term assets	766	1,542
Total cash, cash equivalents and restricted cash	$ 60,633	$ 100,752

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Jan. 31, 2022
Commitments And Contingencies [Line Items]
Impairment of long-lived assets	$ 1,000			$ 6,006	$ 0
Standby Letters of Credit
Commitments And Contingencies [Line Items]
Line of Credit	1,000			1,000
Letter of Credit
Commitments And Contingencies [Line Items]
letter of credit facility							$ 800
Cash collateral for line of credit facility						$ 700	700	$ 1,000
Chicago, IL \| Letter of Credit
Commitments And Contingencies [Line Items]
Cash collateral for line of credit facility	$ 800			$ 800
Redwood City, CA \| Letter of Credit
Commitments And Contingencies [Line Items]
letter of credit facility							$ 700	$ 1,000
Laboratory and Office Space \| Redwood City, CA
Commitments And Contingencies [Line Items]
Impairment of long-lived assets		$ 3,900	$ 0		$ 0

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 14, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Talis Biomedical Corporation
Entity Central Index Key	0001584751
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
Entity Shell Company	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
Security Exchange Name	NASDAQ
Trading Symbol	TLIS
Entity Stock, Shares Outstanding		31,686,494
Common Stock
Document Information [Line Items]
Entity Stock, Shares Outstanding		1,822,820
Series 1 Convertible Preferred Stock
Document Information [Line Items]
Entity Stock, Shares Outstanding		29,863,674

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total revenue, net	$ 0	$ 581	$ 73	$ 1,799
Operating expenses:
Cost of products sold	0	7	6	27
Research and development	1,601	10,555	4,134	24,351
Selling, general and administrative	7,977	6,410	19,628	12,809
Total operating expenses	9,578	16,972	23,768	37,187
Loss from operations	(9,578)	(16,391)	(23,695)	(35,388)
Other income, net	729	1,357	1,811	2,523
Net loss and comprehensive loss	$ (8,849)	$ (15,034)	$ (21,884)	$ (32,865)
Net loss per share - basic	$ (4.86)	$ (8.27)	$ (12.01)	$ (18.11)
Net loss per share - diluted	$ (4.86)	$ (8.27)	$ (12.01)	$ (18.11)
Weighted average shares used in the calculation of net loss per share, basic	1,822,422	1,817,288	1,822,236	1,814,994
Weighted average shares used in the calculation of net loss per share, diluted	1,822,422	1,817,288	1,822,236	1,814,994
Grant
Revenue	$ 0	$ 533	$ 0	$ 1,614
Product revenue, net
Revenue	$ 0	$ 48	$ 73	$ 185

Fair Value Measurement

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement

3. Fair value measurement

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):


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	53,785	$	—	$	—	$	53,785
Total assets measured at fair value	$	53,785	$	—	$	—	$	53,785


	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

- 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

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

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):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator:
Net loss – basic and diluted	$	(8,849	)	$	(15,034	)	$	(21,884	)	$	(32,865	)
Denominator:
Weighted – average number of shares of common stock outstanding – basic and diluted		1,822,422			1,817,288			1,822,236			1,814,994
Net loss per share – basic and diluted	$	(4.86	)	$	(8.27	)	$	(12.01	)	$	(18.11	)

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 June 30,
	2024		2023
Series 1 convertible preferred stock		29,863,674		29,863,674
Options to purchase common stock		543,016		733,987
Unvested RSUs		2,315		19,317
Total		30,409,005		30,616,978

Revenue - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
Revenue - Additional Information (Details) $ in Millions	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Segment	Jun. 30, 2023 USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segments \| Segment			1
Revenues	$ 0.0	$ 0.0	$ 0.0	$ 0.0
NIH
Disaggregation Of Revenue [Line Items]
Additional funding available under extension	0.4		0.4
Grant revenue recognized	$ 0.0	$ 0.5	$ 0.0	$ 1.6

- 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 + Details

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding at December 31, 2023 \| shares	14,484
Vested \| shares	(549)
Forfeited \| shares	(11,620)
Outstanding at June 30, 2024 \| shares	2,315
Outstanding at December 31, 2023 \| $ / shares	$ 37.43
Vested \| $ / shares	14.39
Forfeited \| $ / shares	37.15
Outstanding at June 30, 2024 \| $ / shares	$ 44.29

- 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

+ Details

Subsequent Events (Details) - Subsequent Event [Member]	Aug. 19, 2024 USD ($)
Subsequent Event [Line Items]
Retention bonus payments	$ 1,600,000
Employee benefits, stipends amount	$ 259,000

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6. Commitments and contingencies

Operating leases

During the first quarter of 2024, the Company abandoned the Redwood City, CA facility and consolidated all of its operations to its Chicago office. The Company recorded long-lived asset impairment charges related to right-of-use asset for its Redwood City laboratory and office facility of $3.9 million during the first quarter of 2024. There were no impairment charges related to right-of-use assets recorded during the three and six months ended June 30, 2023. Refer to Note 2, “Long-lived asset impairment” for more information.

The undiscounted future lease payments for operating leases as of June 30, 2024 are as follows (in thousands):


	Operating Leases
2024 (remainder)		1,497
2025		3,055
2026		3,144
2027		3,235
2028		3,329
2029 and thereafter		9,177
Total future minimum lease payments		23,437
Less: imputed interest		(4,637	)
Present value of operating lease liabilities		18,800
Less: current portion of lease liabilities		(2,923	)
Noncurrent portion of lease liabilities	$	15,877

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. The Company is required to maintain a cash balance of $1.0 million as collateral for the LOC until all criteria in the termination agreement have been met. During the third quarter of 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 condensed balance sheet at June 30, 2024 as compared to restricted cash at June 30, 2023.

In March 2023, the Company entered into a sublease for a future laboratory and office space in a 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 was classified as restricted cash and included other long-term assets on the balance sheet at December 31, 2023, because it was restricted for a period longer than one year from the balance sheet date. During the three months ended June 30, 2024, the sub-landlord drew down the full amount of this LOC to pay outstanding rent and other costs due under this sublease. The Company did not replenish the LOC and therefore it is no longer maintaining a cash balance of $0.7 million as collateral for the LOC. See the “Contingencies” section within Note 6 for more information.

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 as restricted cash and included other long-term assets on the condensed balance sheet at June 30, 2024, because it is restricted for a period longer than one year from the balance sheet date. There has been no drawdown from the LOC for the Chicago, IL laboratory and office space lease through June 30, 2024.

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 of June 30, 2024, the Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims other than potential claims that may arise in connection with the Company’s ongoing securities class action litigation.

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 June 30, 2024 as it determined that any such loss contingency was not probable or reasonably estimable.

On or about March 29, 2024, Kriya Therapeutics, Inc., filed an action in the Superior Court of the State of California, County of San Mateo, against the Company captioned Kriya Therapeutics, Inc. v. Talis Biomedical Corporation, Case No. 24-CIV-01947. The complaint alleges that the Company breached the March 2023 sublease for laboratory and office space in its current Redwood City, CA facility referenced above by: (i) allegedly failing to pay rent and other costs allegedly due under the sublease; (ii) allegedly abandoning the premises; and (iii) allegedly failing to maintain certain maintenance agreements for the premises. The complaint seeks unspecified damages, pre- and post-judgment interest, costs of suit including attorneys’ fees and other unspecified costs. The Company responded to the complaint on June 7, 2024. The Company filed an answer with affirmative defenses disputing the claims and allegations asserted in the complaint including the unspecified damages, pre- and post-judgment interest, costs of suit including attorneys’ fees and other unspecified costs that Kriya Therapeutics, Inc. is seeking. The Company also filed a cross-complaint against Kriya Therapeutics, Inc., asserting claims for fraud and breach of March 2023 sublease, among others. The Company seeks unspecified damages, a judicial declaration that Kriya Therapeutics, Inc. is in breach of the sublease and the Company has no further obligations under the sublease, and for rescission of the sublease, among other relief. On August 7, 2024, Kriya Therapeutics, Inc., filed an answer with affirmative defenses disputing the claims and allegations in the Company’s cross-complaint. By order dated August 13, 2024, the Superior Court set an initial case management conference for January 2, 2025. No trial date has been set in the action. The Company has not recorded an accrual related to this matter as of June 30, 2024 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.

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (21,884)	$ (32,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,392	2,259
Depreciation and amortization	346	342
Non-cash lease expense	650	3,460
Impairment of long-lived assets	6,006	0
Changes in operating assets and liabilities:
Accounts receivable	50	(224)
Prepaid expenses and other current assets	(2,832)	560
Accounts payable	2,451	(1,307)
Accrued expenses and other liabilities	(3,936)	(2,964)
Net cash used in operating activities	(17,757)	(30,739)
Investing activities
Proceeds from disposal of property and equipment	114	0
Purchase of property and equipment	0	(509)
Net cash provided by/(used in) investing activities	114	(509)
Financing activities
Proceeds from stock option exercises	2	0
Proceeds from issuance of common stock under employee stock plans	0	33
Net cash provided by financing activities	2	33
Net decrease in cash, cash equivalents and restricted cash	(17,641)	(31,215)
Cash, cash equivalents and restricted cash at beginning of period	78,274	131,967
Cash, cash equivalents and restricted cash at end of period	60,633	100,752
Supplemental disclosure of noncash investing and financing activities
Right-of-use asset obtained in exchange for lease liability	0	7,265
Remeasurement of operating lease right-of-use asset for lease modification	$ 0	$ (18,696)

Stock-Based Compensation - Components of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]

Stock-based compensation expense

$ 791

$ 1,076

$ 1,392

$ 2,259

Research and Development

Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]

Stock-based compensation expense

^[1]

151

262

148

493

Selling, General and Administrative

Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]

Stock-based compensation expense

^[1]

$ 640

$ 814

$ 1,244

$ 1,766

[1]	Net of forfeitures that are accounted for as they occur.

Fair Value Measurement - Summary of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets:
Total assets measured at fair value	$ 53,785	$ 72,143
Level 1
Assets:
Total assets measured at fair value	53,785	72,143
Money Market Funds
Assets:
Cash equivalents	53,785	72,143
Money Market Funds \| Level 1
Assets:
Cash equivalents	$ 53,785	$ 72,143

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Options

A summary of stock option activity during the six months ended June 30, 2024 is as follows:


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		718,230		$	38.28		8.6	$	—
Granted		—		$	—
Exercised		(167	)	$	7.43			$	0.28
Forfeited		(129,612	)	$	13.40
Expired		(45,435	)	$	62.96
Outstanding at June 30, 2024		543,016		$	42.16		7.7
Options vested and expected to vest at June 30, 2024		543,016		$	42.16		7.7	$	200
Options vested and exercisable at June 30, 2024		314,200		$	57.09		7.3	$	138

Summary of Restricted Stock Unit Activity

A summary of RSU activity during the six months ended June 30, 2024 is as follows:


	Number of Units Outstanding			Weighted Average Grant Date Fair Value (per RSU)
Outstanding at December 31, 2023		14,484		$	37.43
Granted		—		$	—
Vested		(549	)	$	14.39
Forfeited		(11,620	)	$	37.15
Outstanding at June 30, 2024		2,315		$	44.29

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):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development *	$	151	$	262	$	148	$	493
Selling, general and administrative *		640		814		1,244		1,766
Total stock-based compensation	$	791	$	1,076	$	1,392	$	2,259

* Net of forfeitures that are accounted for as they occur.

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2024

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):


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	53,785	$	—	$	—	$	53,785
Total assets measured at fair value	$	53,785	$	—	$	—	$	53,785


	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

Balance Sheet Components

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Balance Sheet Components

4. Balance sheet components

November 2023 RIF liability

On November 14, 2023, in connection with our plans to consider strategic alternatives, reduce costs and preserve cash, we announced a reduction in force of approximately 90% of our work force ("November 2023 RIF"). As part of these actions, we provided notices to the impacted employees under the Worker Adjustment and Retraining Act ("WARN Act") for job eliminations that occurred through March 2024.

During the three and six months ended June 30, 2024, we incurred $0.4 million and $0.6 million, respectively, of expenses related to the November 2023 RIF which consisted primarily of costs related to retention agreements for employees if they maintain satisfactory job performance and remain employed with the Company through the completion of a sale, merger or a voluntary reorganization, liquidation or dissolution of the Company. Expenses related to the November 2023 RIF are included in Selling, general and administrative and Research and development expenses in the condensed statement of operations and comprehensive loss.

As of June 30, 2024, the Company expects to incur approximately $0.1 million of additional expenses related to the November 2023 RIF, substantially all of which will consist of charges related to retention agreements.

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


	Six Months ended June 30, 2024
Balance at December 31, 2023	$	2,330
Charges		556
Cash Payments		(2,306	)
Balance at June 30, 2024	$	580

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

Balance Sheet Components - Additional Information (Details) - November 2023 Rif - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Nov. 14, 2023	Jun. 30, 2024	Jun. 30, 2024
Supplier Finance Program [Line Items]
Work force reduction	90.00%
Expense related to reduction in force		$ 0.4	$ 0.6
Expected additional severance costs			$ 0.1

Balance Sheet Components - Schedule of November 2023 RIF Accrued Liabilities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Accrued Liabilities, Current [Abstract]
Balance at December 31, 2023	$ 2,330
Charges	556
Cash payments	(2,306)
Balance at June 30, 2024	$ 580

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	1,822,153	1,821,986
Common stock, shares, outstanding	1,822,153	1,821,986
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

Commitments and Contingencies - Schedule of Undiscounted Future Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2024 (remainder)	$ 1,497
2025	3,055
2026	3,144
2027	3,235
2028	3,329
2029 and thereafter	9,177
Total future minimum lease payments	23,437
Less: imputed interest	(4,637)
Present value of operating lease liabilities	18,800
Less: current portion of lease liabilities	(2,923)	$ (2,882)
Noncurrent portion of lease liabilities	$ 15,877	$ 16,786

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss - basic and diluted	$ (8,849)	$ (13,035)	$ (15,034)	$ (17,831)	$ (21,884)	$ (32,865)
Denominator:
Weighted average shares used in the calculation of net loss per share, basic	1,822,422		1,817,288		1,822,236	1,814,994
Weighted average shares used in the calculation of net loss per share, diluted	1,822,422		1,817,288		1,822,236	1,814,994
Net loss per share - basic	$ (4.86)		$ (8.27)		$ (12.01)	$ (18.11)
Net loss per share - diluted	$ (4.86)		$ (8.27)		$ (12.01)	$ (18.11)

- 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
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 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
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: 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))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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+ 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.

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+ 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

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, these unaudited condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements include all adjustments necessary to fairly state the financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments are of a normal, recurring nature. The results for any interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2024 or for any future period.

The condensed balance sheet presented as of December 31, 2023 has been derived from the audited financial statements as of that date. The condensed financial statements and notes as presented do not contain all information that is included in the annual financial statements and notes thereto of the Company. The condensed financial statements and notes included in this Quarterly Report should be read in conjunction with the financial statements and notes included in the Company’s 2023 Annual Report on Form 10-K (Annual Report) filed with the SEC.

The significant accounting policies used in preparation of these condensed financial statements as of and for the three and six months ended June 30, 2024 are consistent with those described in our Annual Report.

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.

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.

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.

Operating lease impairment charges reduces the carrying value of the associated right-of-use assets to their 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.

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.

During the three months ended March 31, 2024, the Company recorded long-lived asset impairment charges of $1.1 million related to property and equipment and $3.9 million related to right-of-use assets within selling, general and administrative expenses in the condensed statement of operations and comprehensive loss. These impairment losses primarily related to the right-of-use asset and property and equipment that the Company used in its operations at its Redwood City laboratory and office facility prior to its decision to abandon this location and consolidate all of its operations to its Chicago office during the first quarter of 2024.

During the three months ended June 30, 2024, in connection with changes in facts and circumstances related to use of certain manufacturing automation equipment, the Company reviewed the carrying amount of the manufacturing automation equipment used to make the Talis One single-use test cartridges for impairment. The estimated fair value of manufacturing automation equipment, if not used to manufacture the Talis One single-use test cartridges, is equal to the fair value of its component parts, which could be sold separately. During the three months ended June 30, 2024, the Company recorded long-lived asset impairment charges of $1.0 million, within selling, general and administrative expenses in the condensed statement of operations and comprehensive loss, to reduce the carrying amount of the manufacturing automation equipment to the estimated fair value of its component parts.

New accounting pronouncements

Recently issued accounting pronouncements

There are no accounting pronouncements pending at June 30, 2024 that we expect to have a material impact on our financial statements or disclosures.

Recently adopted accounting standards

We did not adopt any new accounting standards during the three and six months ended June 30, 2024.

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

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


	Six Months ended June 30, 2024
Balance at December 31, 2023	$	2,330
Charges		556
Cash Payments		(2,306	)
Balance at June 30, 2024	$	580

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Undiscounted Future Lease Payments

The undiscounted future lease payments for operating leases as of June 30, 2024 are as follows (in thousands):


	Operating Leases
2024 (remainder)		1,497
2025		3,055
2026		3,144
2027		3,235
2028		3,329
2029 and thereafter		9,177
Total future minimum lease payments		23,437
Less: imputed interest		(4,637	)
Present value of operating lease liabilities		18,800
Less: current portion of lease liabilities		(2,923	)
Noncurrent portion of lease liabilities	$	15,877

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

9. 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):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator:
Net loss – basic and diluted	$	(8,849	)	$	(15,034	)	$	(21,884	)	$	(32,865	)
Denominator:
Weighted – average number of shares of common stock outstanding – basic and diluted		1,822,422			1,817,288			1,822,236			1,814,994
Net loss per share – basic and diluted	$	(4.86	)	$	(8.27	)	$	(12.01	)	$	(18.11	)


	As of June 30,
	2024		2023
Series 1 convertible preferred stock		29,863,674		29,863,674
Options to purchase common stock		543,016		733,987
Unvested RSUs		2,315		19,317
Total		30,409,005		30,616,978

Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - 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, 2022	$ 126,739		$ 3	$ 0	$ 604,690	$ (477,954)
Balance, Shares at Dec. 31, 2022			29,863,674
Balance, Shares at Dec. 31, 2022				1,811,396
Issuance of common stock pursuant to equity incentive plan, Shares				233
Issuance of common stock pursuant to employee stock purchase plan	33				33
Issuance of common stock pursuant to employee stock purchase plan, Shares				4,560
Stock-based compensation expense	1,183				1,183
Net loss	(17,831)					(17,831)
Balance at Mar. 31, 2023	110,124		$ 3	$ 0	605,906	(495,785)
Balance, Shares at Mar. 31, 2023				1,816,189
Balance, Shares at Mar. 31, 2023			29,863,674
Balance at Dec. 31, 2022	126,739		$ 3	$ 0	604,690	(477,954)
Balance, Shares at Dec. 31, 2022			29,863,674
Balance, Shares at Dec. 31, 2022				1,811,396
Net loss	(32,865)
Balance at Jun. 30, 2023	96,166		$ 3	$ 0	606,982	(510,819)
Balance, Shares at Jun. 30, 2023				1,819,029
Balance, Shares at Jun. 30, 2023			29,863,674
Balance at Mar. 31, 2023	110,124		$ 3	$ 0	605,906	(495,785)
Balance, Shares at Mar. 31, 2023			29,863,674
Balance, Shares at Mar. 31, 2023				1,816,189
Issuance of common stock pursuant to employee stock purchase plan, Shares				2,840
Stock-based compensation expense	1,076				1,076
Net loss	(15,034)					(15,034)
Balance at Jun. 30, 2023	96,166		$ 3	$ 0	606,982	(510,819)
Balance, Shares at Jun. 30, 2023				1,819,029
Balance, Shares at Jun. 30, 2023			29,863,674
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
Issuance of common stock upon exercise of stock options	$ 2				2
Issuance of Common Stock upon exercise of stock options, Shares				167
Stock-based compensation expense	601				601
Net loss	(13,035)					(13,035)
Balance at Mar. 31, 2024	56,684		$ 3	$ 0	609,677	(552,996)
Balance, Shares at Mar. 31, 2024				1,822,153
Balance, Shares at Mar. 31, 2024			29,863,674
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
Issuance of Common Stock upon exercise of stock options, Shares	167
Net loss	$ (21,884)
Balance at Jun. 30, 2024	$ 48,626		$ 3	$ 0	610,468	(561,845)
Balance, Shares at Jun. 30, 2024	1,822,153			1,822,153
Balance, Shares at Jun. 30, 2024		29,863,674	29,863,674
Balance at Mar. 31, 2024	$ 56,684		$ 3	$ 0	609,677	(552,996)
Balance, Shares at Mar. 31, 2024			29,863,674
Balance, Shares at Mar. 31, 2024				1,822,153
Stock-based compensation expense	791				791
Net loss	(8,849)					(8,849)
Balance at Jun. 30, 2024	$ 48,626		$ 3	$ 0	$ 610,468	$ (561,845)
Balance, Shares at Jun. 30, 2024	1,822,153			1,822,153
Balance, Shares at Jun. 30, 2024		29,863,674	29,863,674

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

. Stock-based compensation

Stock options

A summary of stock option activity during the six months ended June 30, 2024 is as follows:


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		718,230		$	38.28		8.6	$	—
Granted		—		$	—
Exercised		(167	)	$	7.43			$	0.28
Forfeited		(129,612	)	$	13.40
Expired		(45,435	)	$	62.96
Outstanding at June 30, 2024		543,016		$	42.16		7.7
Options vested and expected to vest at June 30, 2024		543,016		$	42.16		7.7	$	200
Options vested and exercisable at June 30, 2024		314,200		$	57.09		7.3	$	138

As of June 30, 2024, the total unrecognized stock-based compensation related to stock options was $2.9 million, which is expected be recognized over a weighted-average period of approximately 2 years. Total options vested during the three months ended June 30, 2024 were 77,856 with a total grant date fair value of $1.6 million.

Restricted stock units

A summary of RSU activity during the six months ended June 30, 2024 is as follows:


	Number of Units Outstanding			Weighted Average Grant Date Fair Value (per RSU)
Outstanding at December 31, 2023		14,484		$	37.43
Granted		—		$	—
Vested		(549	)	$	14.39
Forfeited		(11,620	)	$	37.15
Outstanding at June 30, 2024		2,315		$	44.29

As of June 30, 2024, the total unrecognized stock-based compensation related to RSUs was $0.1 million, which is expected to be recognized over a weighted average period of approximately 1.5 years. Outstanding RSUs as of June 30, 2024 include 549 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):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development *	$	151	$	262	$	148	$	493
Selling, general and administrative *		640		814		1,244		1,766
Total stock-based compensation	$	791	$	1,076	$	1,392	$	2,259

* Net of forfeitures that are accounted for as they occur.

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 59,867	$ 76,732
Accounts receivable, net	0	50
Prepaid expenses and other current assets	3,734	901
Total current assets	63,601	77,683
Property and equipment, net	425	3,030
Operating lease right-of-use-assets	7,907	12,419
Other long-term assets	766	1,542
Total assets	72,699	94,674
Current liabilities:
Accounts payable	3,790	1,339
Accrued compensation	849	3,836
Accrued liabilities	634	715
Operating lease liabilities, current portion	2,923	2,882
Total current liabilities	8,196	8,772
Operating lease liabilities, long-term portion	15,877	16,786
Total liabilities	24,073	25,558
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 1,822,153 and 1,821,986 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	610,468	609,074
Accumulated deficit	(561,845)	(539,961)
Total stockholders' equity	48,626	69,116
Total liabilities and stockholders' equity	72,699	94,674
Series 1 Convertible Preferred Stock
Stockholders' equity:
Series 1 convertible preferred stock, $0.0001 par value - 60,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 29,863,674 shares issued and outstanding as of June 30, 2024 and December 31, 2023; aggregate liquidation preference of $3 as of June 30, 2024 and December 31, 2023	$ 3	$ 3

Related-Party Transactions

6 Months Ended

Jun. 30, 2024

Related-Party Transactions

8. Related-party transactions

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 for a period of thirty (30) days. On April 29, 2024, The Baker Funds agreed to extend this waiver through May 27, 2024. On May 30, 2024, the Baker Funds agreed to further extend this waiver through June 26, 2024, effective as of May 25, 2024. On June 24, 2024, the Baker Funds agreed to further extend this waiver through September 25, 2024, effective as of June 24, 2024.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

5. Revenue

Product revenue, net

In January 2022, we began distributing the Antigen Tests. We derived all of our product revenue from the sales of the Antigen Tests in accordance with the provisions of Accounting Standards Codification (ASC), Topic 606, Revenue from Contracts with Customers. Our product revenue is recognized upon the transfer of control of our test kits to the customer. This program concluded as of December 31, 2022, as the majority of sales of Antigen Tests occurred during 2022. However, during the six months ended June 30, 2024 and 2023, we earned immaterial amounts of revenue from the remaining sales of Antigen Tests already on hand.

The Company operates in one reportable segment. There were no sales to customers outside of the United States during the three and six months ended June 30, 2024 and 2023.

Grant revenue and receivables

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. The Company did not fully utilize the $0.4 million in additional funding that was available under the grant.

The Company did not recognize any revenue related to this grant during the three and six months ended June 30, 2024. During the three months ended June 30, 2023, the Company recognized $0.5 million of revenue related to this grant. During the six months ended June 30, 2023, the Company recognized $1.6 million of revenue related to this grant.

Subsequent events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent events

10. Subsequent Events

On August 19, 2024, based upon the recommendation of the Compensation Committee, the Board of Directors approved and implemented an Employee Retention Plan (the “ERP”) for seven of the Company’s key employees providing for retention bonus payments aggregating approximately $1.6 million and benefits stipends of approximately $259,000. The Board of Directors took these actions in light of the Company’s ongoing evaluation of its financial situation. Each employee will be required to repay the net after-tax value of the retention bonus payments and benefits stipends if he or she is not employed by the Company through certain prescribed dates under certain conditions or if the employee does not use the benefit stipend for the payment of continued health and welfare benefits. For a discussion of the material terms of the ERP, see Part II, Item 5 – Other Information.