908 DEVICES INC., 10-K filed on 3/15/2023
Annual Report
v3.22.4
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Mar. 13, 2023
Jun. 30, 2022
Document and Entity Information      
Entity Registrant Name 908 DEVICES INC    
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2022    
Entity File Number 001-39815    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 45-4524096    
Entity Address, Address Line One 645 Summer Street    
Entity Address, City or Town Boston    
Entity Address State Or Province MA    
Entity Address, Postal Zip Code 02210    
City Area Code 857    
Local Phone Number 254-1500    
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol MASS    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Shell Company false    
Entity Public Float     $ 473.8
ICFR Auditor Attestation Flag false    
Entity Common Stock, Shares Outstanding   32,046,880  
Entity Central Index Key 0001555279    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Auditor Name PricewaterhouseCoopers, LLP    
Auditor Firm ID 238    
Auditor Location Boston, Massachusetts    
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 188,422 $ 224,073
Accounts receivable, net of allowance for doubtful accounts of $25 and $1,750 at December 31, 2022 and December 31, 2021 10,033 16,375
Inventory 12,513 7,918
Prepaid expenses and other current assets 4,658 4,527
Total current assets 215,626 252,893
Operating lease, right-of-use assets 3,956 5,182
Property and equipment, net 3,083 1,603
Goodwill 10,050  
Intangible assets, net 8,488  
Other long-term assets 1,384 1,228
Total assets 242,587 260,906
Current liabilities:    
Accounts payable 1,397 1,371
Accrued expenses 8,847 6,961
Deferred revenue 7,514 5,160
Operating lease liabilities 1,468 1,344
Total current liabilities 19,226 14,836
Long-term debt 15,000 15,000
Operating lease liabilities, net of current portion 3,040 4,508
Deferred revenue, net of current portion 11,496 11,958
Deferred income taxes 2,671  
Other long-term liabilities 555  
Total liabilities 51,988 46,302
Commitments and contingencies (Note 14)
Stockholders' equity:    
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding at December 31, 2022 and December 31, 2021, respectively
Common stock, $0.001 par value; 100,000,000 shares authorized; 31,859,847 shares and 31,077,004 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively 32 31
Additional paid-in capital 323,969 315,210
Accumulated other comprehensive income 798  
Accumulated deficit (134,200) (100,637)
Total stockholders' equity 190,599 214,604
Total liabilities and stockholders' equity $ 242,587 $ 260,906
v3.22.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Consolidated Balance Sheets    
Allowance for doubtful accounts $ 25 $ 1,750
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 31,859,847 31,077,004
Common stock, shares outstanding 31,859,847 31,077,004
v3.22.4
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue $ 46,852 $ 42,206
Cost of revenue 20,829 18,973
Gross profit 26,023 23,233
Operating expenses:    
Research and development 17,526 13,067
Selling, general and administrative 43,879 32,235
Total operating expenses 61,405 45,302
Loss from operations (35,382) (22,069)
Other income (expense):    
Interest income 2,031 548
Interest expense (129) (486)
Other income, net (83) (162)
Total other income (expense), net 1,819 (100)
Net loss $ (33,563) $ (22,169)
Net loss per share, basic $ (1.07) $ (0.79)
Net loss per share, diluted $ (1.07) $ (0.79)
Weighted average common shares outstanding, basic 31,492,531 27,957,904
Weighted average common shares outstanding, diluted 31,492,531 27,957,904
Product and service revenue    
Revenue $ 44,475 $ 41,108
Cost of revenue 20,430 18,654
License and contract revenue    
Revenue 2,377 1,098
Cost of revenue $ 399 $ 319
v3.22.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Consolidated Statements of Comprehensive Loss    
Net loss $ (33,563) $ (22,169)
Other comprehensive income (loss)    
Foreign currency translation adjustment 798  
Total other comprehensive (income) loss 798  
Comprehensive loss $ (32,765) $ (22,169)
v3.22.4
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Total
Beginning balance at Dec. 31, 2020 $ 27 $ 217,482   $ (78,468) $ 139,041
Beginning balance (in shares) at Dec. 31, 2020 27,273,095        
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock upon exercise of stock options $ 1 851     852
Issuance of common stock upon exercise of stock options (in shares) 653,735        
Issuance of common stock, net of issuance costs $ 3 94,373     94,376
Issuance of common stock, net of issuance costs (in shares) 3,150,000        
Stock-based compensation expense   2,504     2,504
Vesting of restricted stock units 174        
Net loss       (22,169) (22,169)
Ending balance at Dec. 31, 2021 $ 31 315,210 $ 0 (100,637) 214,604
Ending balance (in shares) at Dec. 31, 2021 31,077,004        
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock upon exercise of stock options $ 1 1,021     1,022
Issuance of common stock upon exercise of stock options (in shares) 687,973        
Stock-based compensation expense   7,207     7,207
Issuance of common stock upon ESPP purchase   531     531
Issuance of common stock upon ESPP purchase (in shares) 37,316        
Vesting of restricted stock units 57,554        
Foreign currency translation adjustments     798   798
Net loss       (33,563) (33,563)
Ending balance at Dec. 31, 2022 $ 32 $ 323,969 $ 798 $ (134,200) $ 190,599
Ending balance (in shares) at Dec. 31, 2022 31,859,847        
v3.22.4
Consolidated Statements of Stockholders' Equity (Parenthetical)
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Consolidated Statements of Stockholders' Equity  
Stock issuance costs $ 376
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:    
Net loss $ (33,563) $ (22,169)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization expense 1,614 925
Stock-based compensation expense 7,207 2,504
Noncash interest expense and loss on extinguishment of debt 47 178
Provision for inventory obsolescence 376 191
Provision for doubtful accounts   1,725
Change in fair value of contingent consideration 161  
Deferred income tax (129)  
Changes in operating assets and liabilities:    
Accounts receivable, net 5,930 (11,275)
Inventory (5,475) (4,481)
Prepaid expenses and other current assets 844 (4,120)
Other long-term assets (93) (476)
Accounts payable and accrued expenses 452 2,753
Deferred revenue 1,892 5,426
Right-of-use operating lease assets 1,226 1,121
Operating lease liabilities (1,344) (1,190)
Other long-term liabilities (75) (194)
Net cash used in operating activities (20,930) (29,082)
Cash flows from investing activities:    
Purchases of property and equipment (2,045) (737)
Acquisitions, net of cash acquired (13,762)  
Net cash used in investing activities (15,807) (737)
Cash flows from financing activities:    
Proceeds from public offerings, net of underwriting discounts and commissions   94,752
Payments for withholding taxes on vested awards (262)  
Proceeds from issuance of common stock 1,553 852
Payments of public offering costs (112) (840)
Proceeds from borrowings on revolving line of credit 60,000 30,000
Repayment on revolving line of credit (60,000) (15,000)
Repayment of notes payable   (15,000)
Payments of debt issuance costs   (39)
Net cash provided by financing activities 1,179 94,725
Effect of foreign exchange rate changes on cash and cash equivalents 18  
Net (decrease) increase in cash, cash equivalents and restricted cash (35,540) 64,906
Cash, cash equivalents and restricted cash at beginning of period 224,133 159,227
Cash, cash equivalents and restricted cash at end of period 188,593 224,133
Supplemental disclosure of noncash investing and financing information:    
Public offering costs included in accounts payable and accrued expenses   112
Property and equipment included in Account payable 219  
Transfers of inventory to property and equipment 887 940
Supplemental disclosure of cash flow information:    
Cash paid for interest $ 135 $ 366
v3.22.4
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of cash, cash equivalents and restricted cash:    
Cash and cash equivalents $ 188,422 $ 224,073
Restricted cash included in prepaid expenses and other current assets $ 60 $ 60
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration] Prepaid Expense and Other Assets, Current Prepaid Expense and Other Assets, Current
Restricted cash included in other long-term assets $ 111  
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent  
Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 188,593 $ 224,133
v3.22.4
Nature of the Business and Basis of Presentation
12 Months Ended
Dec. 31, 2022
Nature of the Business and Basis of Presentation  
Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012. The Company is a commercial-stage technology company providing a suite of purpose-built handheld and desktop mass spectrometry devices for the point-of-need to interrogate unknown and invisible materials in a broad array of markets including life sciences research, bioprocessing, industrial biotech, forensics, and adjacent markets.

The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding the duration and magnitude of the impact of the COVID-19 pandemic on the Company’s business and the economy generally. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, the Company may not obtain necessary government regulatory approval, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition.

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The impact of this pandemic has been and may continue to be extensive in many aspects of society, which has resulted in and may continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

While the Company maintains an inventory of finished products and raw materials used in its products, as the situation around COVID-19, including any variants thereof, evolves further, the pandemic could lead to shortages in the raw materials necessary to manufacture its products. An additional potential impact to the Company’s business is the negative impact to the Company’s customers’ and potential customer’s ability to make investments and timely payments for purchased products as a result of allocating resources to address COVID-19 issues or in response to the rising inflation.

Underwritten Public Offerings

On December 22, 2020, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold 7,475,000 shares of common stock, inclusive of 975,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $136.6 million after deducting underwriting discounts and commissions and other offering costs. Upon the closing of the IPO, all of the shares of the Company’s outstanding redeemable convertible preferred stock then outstanding automatically converted into 14,691,929 shares of common stock.

On November 15, 2021, the Company completed an underwritten public offering, pursuant to which it issued and sold 3,150,000 shares of common stock at a public offering price of $32.00 per share ( “ November 2021 Offering”). The Company received net proceeds of $94.4 million after deducting underwriting discounts and commissions and other offering costs.

Acquisition

The Company acquired TRACE Analytics GmbH, located in Braunschweig, Germany (“Trace”) in August 2022. In February 2023, Trace formally changed its name to 908 Devices GmbH. Trace is a leading provider of online analysis systems for biotech applications in research, development, and production. Trace’s products are used for monitoring and

control of complex processes in industrial pharmaceutical productions under continuous measurement conditions. With the acquisition of Trace, the Company has acquired enabling sampling technology that it expects to integrate within future product offerings. See Note 17, Acquisition, for further information.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, 908 Devices (Shanghai) Technology Co., Ltd. and Trace. All intercompany balances and transactions have been eliminated.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses of $33.6 million and $22.2 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $134.2 million. The Company expects to continue to generate operating losses in the foreseeable future. As of March 15, 2023, the issuance date of the consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution, or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations. Although management continues to pursue these financing plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

v3.22.4
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the rising inflation and higher interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Please refer to Note 19 for further discussion regarding the potential impacts of the closure of the Company’s two financial institutions at which the Company currently hold deposits.

Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. One customer represented 28% and 43% of total revenue, respectively, for the year ended December 31, 2022 and 2021. As of December 31, 2022, two customers accounted for 20% and 12% of gross accounts receivable. As of December 31, 2021, two customers accounted for 63% and 11%, respectively, of gross accounts receivable.

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable, net

Accounts receivable are presented net of a provision for doubtful accounts, which is an estimate of amounts that may not be collectible. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. An allowance for doubtful accounts is established when it is probable a credit loss has been incurred based on historical collection information, a review of major customer accounts receivable balances and an assessment of current economic conditions. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. During the year ended December 31, 2021, the Company deemed certain receivables from a customer in the Middle East uncollectible due to credit and economic conditions, including the impact of COVID-19, and recorded a provision for bad debts of $1.7 million. During the year ended December 31, 2022, the Company concluded that the receivable was uncollectable and offset the invoices against the provision for bad debts. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts were less than $0.1 million and $1.8 million, respectively.

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost is computed using the first-in, first-out method. The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, records charges to write down inventories to their estimated net realizable value, after evaluating historical sales, future demand, market conditions and expected product life cycles. Such charges are classified as cost of revenue in the consolidated statements of operations and comprehensive loss. Any write-down of inventory to net realizable value creates a new cost basis.

Assets Recognized from Costs to Obtain a Contract with a Customer

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive

programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets.

Leases

The Company accounts for leases under ASC 842, Leases (“ASC 842”). In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. The Company’s existing leases are for office and laboratory space. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

    

Estimated Useful Life

Laboratory and demonstration equipment

 

2 to 5 years

Computer equipment and software

 

3 years

Furniture and fixtures

 

7 years

Leasehold improvements

 

Shorter of remaining life of lease or useful life

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory.

Impairment of Long-Lived Assets

Long-lived assets consist of operating lease right-of-use assets and property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an

impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 and 2021.

Software Development Costs

The Company incurs costs to develop computer software that is embedded in the hardware components of the Company’s products. Research and development costs related to this software are expensed as incurred, except for costs of internally developed or externally purchased software that qualify for capitalization. Software development costs incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and, upon general release, are amortized based upon the pattern in which economic benefits related to such assets are realized. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2022 and 2021.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. 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.

The Company's financial instruments consist primarily of accounts receivable, accounts payable, accrued expenses and contingent consideration. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3, Fair value measurements). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a level 3 measurement).

Goodwill and Intangible Assets

Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to

determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every year. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the quantitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill.

Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:

Customer Relationships

8 years

Developed Technology

15 years

Software

3 years

Trade Name

2 years

The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Foreign currency

The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive loss.

Product Warranties

The Company offers a one-year limited warranty on most products, which is included in the selling price. The Company’s standard limited warranty covers repair or replacement. The Company provides for estimated warranty expenses as a component of cost of revenue at the time product revenue is recognized. Warranty costs are estimated based on the current expected product replacement or repair cost and expected replacement or repair rates based on historical experience. The Company evaluates its warranty accrual at the end of each reporting period and makes adjustments as necessary.

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief

operating decision maker is its Chief Executive Officer. See Note 18, Segment Reporting and Geographic Data, for disclosure of tangible assets by Geographic locations.

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the following five steps: (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management. Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.

Product and Service Revenue

The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services. Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and support is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement.

The Company recognizes a receivable at the point in time at which it has an unconditional right to payment. Such receivables are not contract assets. Payment terms for customer orders, including for each of the Company’s primary performance obligations, are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable, dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by the Company. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty/service contracts), upon completion of the service or a mix of both. The Company does not enter into significant financing agreements or other forms of variable consideration.

Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time. The Company had no contract assets related to product or service revenue as of December 31, 2022 or 2021.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has determined that its only contract liability related to product and service revenue is deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue.

The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands):

Year Ended December 31, 

    

2022

    

2021

Balances at beginning of period

$

14,521

$

8,938

Recognition of revenue included in balance at beginning of the period

 

(4,502)

 

(2,363)

Other adjustments

(10)

(110)

Revenue deferred during the period, net of revenue recognized

 

6,501

 

8,056

Balances at end of period

$

16,510

$

14,521

The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):

December 31, 

    

2022

    

2021

Deferred revenue expected to be recognized in:

 

  

 

  

One year or less

$

7,514

$

5,063

One to two years

 

4,750

 

3,731

Three years and beyond

 

4,246

 

5,727

$

16,510

$

14,521

License and Contract Revenue

The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services. To date, these contracts are primarily with the U.S. government or commercial entities contracting with the U.S. government, but the Company has also had such contracts with commercial partners. The Company’s contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) and are priced based on estimated or actual costs of producing goods or providing services. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods or services provided under U.S. government contracts. The pricing for non-U.S. government contracts is based on the specific negotiations with each customer.

Under the typical payment terms of U.S. government fixed-price contracts, the customer pays in accordance with the terms of the specific agreement, but generally through progress payments. If these progress payments are made in advance, these payments are recorded as a contract liability, classified as deferred revenue within the accompanying consolidated balance sheet, until the Company provides the underlying services. For U.S. government cost-type contracts, the customer generally pays for actual costs incurred within a short period of time. For contracts with commercial partners, payments are made in accordance with the terms of the specific agreement. For agreements which call for milestone payments, to the extent the Company does not conclude that it is probable that a significant reversal of cumulative revenue will occur, a contract asset is generated until the Company is permitted to bill for costs incurred, which is classified as prepaid expense and other current assets in the accompanying consolidated balance sheet. In some cases, payments received in advance under license agreements are recorded as deferred revenue and recognized over the respective contract term, absent any other performance obligations.

Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment.

The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not just subject to the passage of time. The Company includes contract assets within prepaid and other current assets in the accompanying consolidated balance sheet. The Company had contract assets related to contract or license revenue totaling $0.4 million and $0.2 million, respectively, for the years ended December 31, 2022 and 2021.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. As of December 31, 2022, the Company had contract liabilities totaling $2.5 million related to contract and license revenue, which the Company expects to recognize in 2024 and beyond. As of December 31, 2021, the Company had contract liabilities totaling $2.6 million related to contract and license revenue, of which the Company recognized $0.1 million in 2022. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. As of December 31, 2022, the Company’s wholly- or partially-unsatisfied performance obligations totaled $0.3 million related to contract and license agreements entered prior to period end, which the Company expects to recognize in 2023.

Distribution Channels

A majority of the Company’s revenue is generated by sales in conjunction with its distribution partners, such as its international distributors and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a distribution partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a distribution partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

Disaggregated Revenue

The Company’s product and service revenue consists of sales of devices and consumables and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):

Year Ended December 31, 

2022

    

2021

Product and service revenue:

  

 

  

Device sales revenue

$

28,757

$

33,287

Consumables and service revenue

 

15,718

 

7,821

Total product and service revenue

 

44,475

 

41,108

License and contract revenue

 

2,377

 

1,098

Total revenue

$

46,852

$

42,206

The following table presents the Company’s product and service revenue by device type (in thousands):

Year Ended December 31, 

    

2022

    

2021

Handheld

$

29,536

$

29,160

Desktop

 

14,939

 

11,948

Total product and service revenue

$

44,475

$

41,108

Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands):

Year Ended December 31, 

2022

    

2021

Government

$

29,964

$

29,755

Pharmaceutical/Biotechnology

14,241

 

11,264

Academia

270

 

89

Total product and service revenue

$

44,475

$

41,108

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):

Year Ended December 31, 

2022

    

2021

United States

$

37,594

$

34,781

Europe, Middle East and Africa

6,295

 

4,460

Asia Pacific

2,887

2,244

Americas other

76

 

721

$

46,852

$

42,206

International sales are comprised of product and service revenue, with all license and contract revenue being attributable to North America.

Shipping and Handling Fees and Costs

Shipping and handling fees billed to customers for product shipments are recorded in product and service revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss.

Cost of Revenue

Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period.

Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites. License and contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period.

Research and Development Expenses

Research and development expenses consist primarily of employee-related expenses incurred for research activities, product development, hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, research materials and facilities, depreciation and maintenance expense.

Advertising Expense

The Company expenses costs of advertising as incurred. Advertising costs were $1.8 million and $1.7 million during the years ended December 31, 2022 and 2021, respectively.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

Stock-Based Compensation

The Company measures stock-based option awards granted to employees, consultants and directors based on their fair value on the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of our common stock quoted on the Nasdaq Global Market on the date of grant. Compensation expense for those awards is recognized, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The straight-line method of expense recognition is applied to all awards with service-only conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income was composed of foreign currency translation adjustments.

Net Income (Loss) per Share

The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number

of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, and shares to be purchased under the Company’s employee stock purchase plan. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Business combination

Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.

The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and updates the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, probabilities of customer renewals, etc. The Company bases the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technology, software and trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for

income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.

In August 2022, the U.S. Inflation Reduction Act (the Act) was enacted into law. The Act includes various tax provisions, including an excise tax on stock repurchases, expanded tax credits for clean energy incentives and a corporate alternative minimum tax that generally applies to U.S. corporations with adjusted financial statement income in excess of $1.0 billion. We do not expect the Act to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the guidance on November 1, 2022 and did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various areas related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. For public entities the guidance is effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. The Company adopted the guidance as on January 1, 2022 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For non-public entities and smaller reporting companies, the guidance was effective for annual reporting periods beginning after December 15, 2021. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for non-public entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is allowed.

The Company is in process of adopting new accounting guidance regarding the accounting for credit losses as of January 1, 2023. This new accounting guidance requires the Company to move from an incurred loss model to a current expected credit loss (“CECL”) model. The adoption of this standard is not expected to have a material impact on the Company’s balance sheets, results of operations or cash flows.

v3.22.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2022
Fair Value Measurements  
Fair Value Measurements

3. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):

Fair Value Measurements at December 31, 2022 Using:

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents - Money market funds

$

27,866

$

$

$

27,866

 

$

27,866

 

$

 

$

 

$

27,866

Other current liabilities:

Acquisition-related contingent consideration

$

$

$

343

$

343

Acquisition-related contingent consideration - pension liability

900

900

1,243

1,243

Other long-term liabilities:

Acquisition-related contingent consideration

555

555

Total liabilities measured at fair value

$

$

$

1,798

$

1,798

Fair Value Measurements at December 31, 2021 Using:

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents:

 

  

 

  

 

  

 

  

Money market funds

$

634

$

$

$

634

Money Market Funds

Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers into or out of Level 3 during the year ended December 31, 2022 or 2021.

Contingent Consideration

Acquisition-related contingent consideration is measured and reported at fair value using the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified within Level 3 of the fair value hierarchy. The amount is contingent based on the acquired business’ performance for the milestones ranging from the date of acquisition to June 30, 2024.

The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain technological integration targets, forecasted results or targets, volatility, and discount rates. The total maximum payments due relate to the technological integration and revenue targets is approximately $2 million, of which the value as of December 31, 2022 is approximately $0.9 million. The payment contingent on the seller completing the assignment of the pension liability is $0.9 million.

The weighted average probability of achieving the technology integration target is approximately 95%. The average estimated revenue volatility and discount rate are approximately 40.9% and 23.0%, respectively. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively. The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):

Balances as of December 31, 2021

$

Acquisition date fair value of contingent consideration - earnout

 

737

Acquisition date fair value of contingent consideration - pension liability

900

Accretion - earnout

161

Balance as of December 31, 2022

$

1,798

Please refer to Note 17, Acquisition, for further detail. Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in our consolidated statements of operations until the arrangement is settled.

v3.22.4
Inventory
12 Months Ended
Dec. 31, 2022
Inventory  
Inventory

4. Inventory

Inventory consisted of the following (in thousands):

December 31, 

    

2022

2021

Raw materials

$

8,343

$

6,242

Work-in-progress

2,722

 

551

Finished goods

1,448

 

1,125

$

12,513

$

7,918

During the years ended December 31, 2022 and 2021, the Company made non-cash transfers of demonstration equipment from inventory to property and equipment of $0.9 million and $0.9 million, respectively.

v3.22.4
Goodwill and Intangible Assets, net
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets, net  
Goodwill and Intangible Assets, net

5. Goodwill and Intangible Assets, net

Goodwill

As of December 31, 2022, the carrying amount of goodwill was $10.1 million. The following is a rollforward of the Company’s goodwill balance (in thousands):

Year Ended December 31, 

    

2022

Balances at beginning of period

$

Goodwill acquired

 

9,566

Foreign currency impact

484

Balances at end of period

$

10,050

The Company performed its annual impairment evaluation using both a quantitative and qualitative approach at November 1, 2022, and concluded it was more likely than not that goodwill has not been impaired. Based on the most recent quantitative analysis the fair values of the Company’s reporting unit was greater than their carrying amounts and, therefore, no impairment was required. No further triggering events were identified subsequent to our annual impairment evaluation.

The Company has not recorded any cumulative impairments of goodwill.

Intangible Assets, net

Intangible assets, net consists of the following (in thousands):

December 31, 2022

Cost

Accumulated Amortization

Translation adjustments

Net Book Value

Customer Relationships

$

3,142

$

(163)

$

150

$

3,129

Developed Technology

4,967

(137)

243

5,073

Software

254

(30)

11

235

Trade Name

61

(13)

3

51

$

8,424

$

(343)

$

407

$

8,488

Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands):

December 31, 

2022

    

2021

Product and service cost of revenue

$

167

$

Selling, general and administrative expenses

176

$

343

$

Estimated future amortization expense for the intangible assets as of December 31, 2022 are as following (in thousands):

2023

$

859

2024

846

2025

827

2026

761

2027

752

Thereafter

4,443

$

8,488

v3.22.4
Property and Equipment, Net
12 Months Ended
Dec. 31, 2022
Property and Equipment, Net  
Property and Equipment, Net

6. Property and Equipment, Net

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

December 31, 

    

2022

    

2021

Laboratory and demonstration equipment

$

6,642

$

4,789

Computer equipment and software

 

186

 

139

Furniture and fixtures

 

194

 

112

Construction in progress

757

Leasehold improvements

 

21

 

21

 

7,800

 

5,061

Less: Accumulated depreciation and amortization

 

(4,717)

 

(3,458)

$

3,083

$

1,603

Depreciation expense amounted to $1.3 million and $0.9 million in each of the years ended December 31, 2022 and 2021, respectively.

v3.22.4
Accrued Expenses
12 Months Ended
Dec. 31, 2022
Accrued Expenses  
Accrued Expenses

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

December 31, 

    

2022

2021

Accrued employee compensation and benefits

$

4,909

$

3,271

Accrued warranty

 

1,119

 

1,593

Accrued professional fees

 

677

 

710

Contingent consideration

1,243

Accrued other

 

899

 

1,387

$

8,847

$

6,961

Changes in the Company’s product warranty obligation are as follows (in thousands):

Year Ended December 31, 

    

2022

    

2021

Accrual balance at beginning of period

$

1,593

$

1,265

Provision for new warranties

 

1,396

 

1,776

Settlements and adjustments made during the period

 

(1,870)

 

(1,448)

Accrual balance at end of period

$

1,119

$

1,593

v3.22.4
Long-Term Debt
12 Months Ended
Dec. 31, 2022
Long-Term Debt  
Long-Term Debt

8. Long-Term Debt

Long-term debt consisted of the following (in thousands):

December 31, 

2022

2021

Principal amount of long-term debt

$

15,000

$

15,000

Less: Current portion of long-term debt

 

 

Less: Debt discount, net of accretion

 

 

Long-term debt, net of discount and current portion

$

15,000

$

15,000

Loan and Security Agreements

2021 Revolver

On March 11, 2021, the Company entered into an Amended and Restated Loan and Security Agreement (the “2021 Revolver”) to replace a Loan and Security Agreement, as amended (the “2019 Loan”). This agreement created a revolving line of credit totaling $25.0 million and eliminated the existing term loan. Borrowings under the revolving line of credit bear interest at an annual rate equal to the greater of (i) one-half percent (0.5%) above the prime rate or (ii) 4.0% and mature on March 11, 2024. Borrowings are collateralized by substantially all of the Company’s property, excluding intellectual property, which is subject to a negative pledge. The 2021 Revolver subjects the Company to various customary covenants, including requirements as to financial reporting and financial covenants (including an unrestricted minimum cash level of $10.0 million), and restrictions on the Company’s ability to dispose of its business or property, to change its line of business, to liquidate or dissolve, to enter into any change in control transaction, to merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, to incur additional indebtedness, to incur liens on the Company’s property, to pay any dividends or make other distributions on capital stock other than dividends payable solely in capital stock, to redeem capital stock, to enter into in-bound licensing agreements, to engage in transactions with affiliates, and to encumber the Company’s intellectual property. Events of default under the 2021 Revolver include failure to make payments when due, insolvency events, failure to

comply with covenants or material adverse events with respect to the Company. Upon the occurrence of an event of default and until such event of default is no longer continuing, the annual interest rate will be 5.0% above the otherwise applicable rate.

The terms of the 2021 Revolver required that the existing term loan outstanding under the 2019 Loan be repaid with an advance under the line of credit. Accordingly, on March 11, 2021, the Company used $14.5 million of proceeds from the revolving line of credit to repay all amounts then due on the existing term loan. The Company accounted for the transaction as a debt extinguishment and recorded a loss on extinguishment of $0.2 million, which was included in interest expense in the consolidated statements of operations and comprehensive loss.

On November 2, 2022, the Company satisfied in full all of its outstanding obligations and voluntarily terminated the 2021 Revolver. The Company did not incur any early termination penalties in connection with the termination of the 2021 Revolver. The amount outstanding under the 2021 Revolver was fully repaid in October 2022 and no amounts were outstanding upon termination of the 2021 Revolver.

2022 Loan Revolver

On November 2, 2022, the Company entered into a Loan and Security Agreement (the “2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank (“SVB”), as lender.

The 2022 Revolver provides for a revolving line of credit of up to $35.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through November 2, 2025, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) three and one-half percent (3.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge. The revolving line of credit under the 2022 Revolver terminates on November 2, 2025.

As of December 31, 2022, the outstanding principal balance under the 2022 Revolver is $15.0 million, which was repaid in full on January 4, 2023. The interest rate applicable to borrowing under the 2022 Revolver was 7.0% as of December 31, 2022.

The 2022 Revolver also contains certain financial covenants, including a requirement that the amount of unrestricted and unencumbered cash minus advances under the 2022 Revolver, is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, maintain no more than $3.6 million in non-SVB accounts at any point in time, in each case, subject to customary exceptions.

As of March 14, 2023, the Company has no amounts outstanding under the 2022 Revolver. The ability to access the 2022 Revolver will be dependent on the Company maintaining compliance with certain financial covenants, including maintaining the appropriate amount of deposits with SVB, and SVB being able to fulfill its obligations if the Company were to draw down under the 2022 Revolver. Please refer to Note 19 for further discussion regarding the potential impacts of the closure of SVB.

v3.22.4
Post-Retirement benefit Obligations
12 Months Ended
Dec. 31, 2022
Post-Retirement benefit Obligations  
Post-Retirement benefit Obligations

9. Post-Retirement benefit Obligations

Defined Benefit Plan

The Company maintains foreign pension plan for a Trace employee in Germany, which grants periodic post-retirement payment for one employee. In connection with recording the initial purchase accounting of Trace in August 2022, the Company assumed this pension liability of $0.9 million. The Company also recorded an equal and offsetting indemnification asset in the initial purchase accounting resulting in no net impact to the overall purchase price allocation. As of December 31, 2022, the Company and the employee are in the process of discharging or transferring this pension liability from Trace, at which point, the liability and related indemnification asset will be removed from the Company’s consolidated balance sheet. Further disclosures of the measurement of the pension liabilities are not considered material. See Note 3, Fair Value Measurements, and Note 17, Acquisition, for further information.

The Company did not contribute to the plan in the year ended December 31, 2022.

v3.22.4
Warrants
12 Months Ended
Dec. 31, 2022
Warrants  
Warrants

10. Warrants

As of December 31, 2022 and 2021, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively.

v3.22.4
Equity
12 Months Ended
Dec. 31, 2022
Equity  
Equity

11. Equity

Preferred Stock

On December 22, 2020, the Company filed a restated certificate of incorporation in the State of Delaware, which, among other things, restated the number of shares of all classes of stock that the Company has authority to issue to 105,000,000 shares, consisting of (i) 100,000,000 shares of common stock, $0.001 par value per share, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share. The preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon issuance. The shares of preferred stock are currently undesignated.

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

Public Offerings

On November 15, 2021, the Company completed an underwritten public offering, pursuant to which it issued and sold 3,150,000 shares of common stock at a public offering price of $32.00 per share. The Company received net proceeds of $94.4 million after deducting underwriting discounts and commissions and other offering costs.

v3.22.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2022
Stock-Based Compensation  
Stock-Based Compensation

12. Stock-Based Compensation

2012 Stock Option and Grant Plan

The Company’s 2012 Stock Option and Grant Plan (the “2012 Plan”) provided for the Company to sell or issue incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units

and other stock-based awards to employees, directors, and non-employee consultants of the Company. The 2012 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Following the effectiveness of the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) in December 2020, no future awards will be made under the 2012 Plan. Additionally, shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or canceled without the delivery of shares will be available for future awards under the 2020 Plan.

2020 Stock Option and Incentive Plan

On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Stock Plan”), which became effective on December 17, 2020. The 2020 Stock Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, unrestricted stock units, dividend equivalent rights and cash-based awards to employees, directors and consultants of the Company. The total number of shares of common stock that may be issued under the 2020 Plan is 1,843,771 shares plus the number of shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or cancelled without the delivery of shares, are forfeited to or repurchased or otherwise become available again for grant under the 2012 Plan. As of December 31, 2022, 1,598,660 shares remained available for future issuance under the 2020 Plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase on each January 1 by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2020 Stock Plan. On January 1, 2023, the number of shares reserved and available for issuance under the 2020 Plan automatically increased by 1,274,394 shares.

2020 Employee Stock Purchase Plan

On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective on December 17, 2020. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1 thereafter through January 1, 2030, by the least of (i) 307,295 shares of our common stock, (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. As of December 31, 2022, 558,836 shares remained available for issuance under the 2020 ESPP. During the year ended December 31, 2022 and 2021, the Company issued 56,486 shares and no shares, respectively, under the 2020 ESPP plan. On January 1, 2023, the number of shares reserved and available for issuance under the 2020 ESPP automatically increased by 307,295 shares.

Stock Option Valuation

The fair value of stock option grants and stock-based compensation associated with the 2020 ESPP is estimated using the Black-Scholes option-pricing model. For stock options valued, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies due to limited company-specific historical and implied volatility information. For stock-based compensation associated with the 2020 ESPP, the Company estimated its expected stock volatility based on the volatility of its own traded stock price.

For options with service-based vesting conditions, 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 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 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.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:

    

Year Ended December 31, 

    

2022

    

2021

Risk-free interest rate

2.7

%  

1.1

%

Expected volatility

 

67

%  

 

65

%

Expected dividend yield

 

 

 

Expected term (in years)

 

6

 

 

6

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of 2020 ESPP granted:

    

Year Ended December 31, 

    

2022

Risk-free interest rate

3.2

%  

Expected volatility

 

90

%  

Expected dividend yield

 

 

Expected term (in years)

 

0.5

 

The following table summarizes the Company’s option activity for the fiscal year ended December 31, 2022:

Weighted

Average

Weighted

Aggregate

Number

Exercise

Contractual

Intrinsic

    

of Shares

    

Price

    

Term

    

Value

(in years)

(in thousands)

Outstanding at beginning of period

2,747,041

$

3.32

6.7

$

62,714

Granted

 

432,444

15.91

 

 

Exercised

 

(670,047)

1.46

 

  

 

  

Forfeited

 

(38,073)

19.19

 

  

 

  

Outstanding at end of period

 

2,471,365

$

5.78

 

6.7

 

$

10,311

Vested and expected to vest at end of period

 

$

5.73

 

6.7

 

$

10,188

Exercisable at end of period

 

$

3.56

 

5.8

 

$

8,061

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $10.3 million and $24.0 million, respectively. As of December 31, 2022, total unrecognized compensation cost related to unvested stock options was $4.3 million, which is expected to be recognized over a weighted average period of 2.0 years.

The weighted average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $9.61 per share and $20.34 per share, respectively.

The following table summarizes the Company’s restricted stock units activity for the fiscal year ended December 31, 2022:

Weighted

Average

Number

Grant Date

    

of Shares

    

Fair Value

Unvested at beginning of period

187,764

$

35.87

Granted

 

983,491

 

15.21

Vested and released

 

(58,605)

 

34.83

Forfeited

 

(53,121)

 

23.57

Unvested at end of period

 

1,059,529

$

17.38

The weighted average grant date fair value for RSUs granted for the years ended December 31, 2022 and 2021 was $15.21 and $36.43, respectively. The aggregate intrinsic value of the RSUs vested and released for the years ended December 31, 2022 and 2021 was $0.9 million and less than $0.1 million, respectively.

The remaining unrecognized compensation expense for outstanding restricted stock units as of December 31, 2022 was $13.8 million and the weighted-average period over which this cost will expected to be recognized is 3.1 years.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

Year Ended December 31, 

2022

    

2021

Cost of revenue

$

286

$

97

Research and development expenses

1,659

 

448

Selling, general and administrative expenses

5,262

 

1,959

$

7,207

$

2,504

v3.22.4
Leases
12 Months Ended
Dec. 31, 2022
Leases  
Leases

13. Leases

The Company has operating leases for real estate. Lease expiration dates range between 2023 and 2028.

The Company has leases for office space and certain equipment. All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases. The Company’s leases have remaining lease terms ranging from less than one year to approximately seven years. Some of the leases include options to extend the lease for up to two years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain. The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance.

On January 2, 2018, the Company entered a new operating lease in Boston, Massachusetts (the “Lease”), for 37,500 rentable square feet of office space and is considered the Company’s corporate headquarters. A security deposit of $0.5 million was paid to the property owner and the Company issued a warrant to purchase 70,983 shares of Series D preferred stock at a purchase price of $5.6351 per share. The initial fair value of the warrants of $0.3 million was recorded as additional rent payments, increasing the value of the ROU asset and preferred stock warrant liability.

The initial term of the lease is through July 2025 and has additional renewal options. The annualized base rent will increase by 2.5% annually on the anniversary of the commencement date. The Company is obligated to pay its portion of

real estate taxes and costs related to the premise, including costs of operations, maintenance, repair, replacement and management of the new leased premises.

The Company had a facility lease in California for approximately 1,500 square feet that expired in February 2021. The Company also has a facility lease in North Carolina for approximately 2,000 square feet that had an expiration date of November 2020. In October 2020, the Company entered into an extension agreement for the North Carolina lease to extend it for an additional two years until November 2022. In October 2022, the Company entered into an extension agreement for the North Carolina lease to extend until June 2023.

In July 2022, the Company entered into a new operating lease agreement in Morrisville, North Carolina (the “New NC Lease”), to expand the Company’s research and development activities focused on its desktop offerings and enable the ability to standup an additional manufacturing site for the Company. The New NC Lease is for approximately 13,300 rentable square feet and occupancy is expected in the first half of 2023. The New NC Lease is for a term of 88 months with total lease costs of approximately $4.0 million, which will be commenced upon occupancy of the facility.

In October 2022, Trace entered into a new operating lease agreement in Braunschweig, Germany, as its existing lease was expiring and to increase the existing manufacturing site and set up European base of operations for the Company. The lease in Braunschweig is for approximately 7,500 rentable square feet and commenced in January 2023. The lease in Braunschweig is for a term of 60 months with total lease costs of approximately $0.4 million.

The components of lease expense under ASC 842 were as follows (in thousands):

    

Year Ended December 31, 

    

2022

    

2021

Operating lease cost

$

2,337

$

1,780

Short-term lease cost

 

43

 

20

Variable lease cost

 

9

 

541

$

2,389

$

2,341

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):

    

Year Ended December 31, 

 

    

2022

    

2021

 

Cash paid for amounts included in the measurement of operating lease liabilities

$

1,800

$

1,855

 

Operating lease liabilities arising from obtaining right-of-use assets

$

$

16

The weighted-average remaining lease term and discount rate were as follows:

    

December 31, 

 

    

2022

    

2021

 

Weighted-average remaining lease term - operating leases (in years)

2.75

3.72

 

Weighted-average discount rate - operating leases

 

9.5

%  

9.5

%

The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Future annual minimum lease payments under operating leases as of December 31, 2022 are as follows (in thousands):

Year Ending December 31, 

    

    

2023

$

2,153

2024

 

2,431

2025

 

2,001

2026

 

580

2027

594

Thereafter

 

1,306

Total future minimum lease payments

 

9,065

Less: imputed interest

 

(639)

Less: Leases commencing in 2023

(3,918)

Total operating lease liabilities

$

4,508

v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies  
Commitments and Contingencies

14. Commitments and Contingencies

Operating Leases

The Company’s commitments under its leases are described in Note 13.

Royalty Arrangements

The Company has entered into royalty arrangements with two parties whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material. Some of the arrangements include minimum royalties over a defined term.

The future minimum royalty payments are $0.1 million per year, through the end of the patents’ lives. The Company has the right to terminate the agreements with written notice.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. The Company made contributions of $0.5 million and $0.1 million for the year ended December 31, 2022 and 2021, respectively.

Contingent Consideration – Earnout and Pension Liability

The Company agreed to pay three milestone based earnouts under the Trace purchase agreement for the total potential payout of $2.0 million. Milestones are based on target revenues, and technical integration of Trace systems and knowledge, and range from the closing date of August 3, 2022 to June 30, 2024. In addition, the Company withheld $0.9 million of consideration. See Note 17, Acquisition.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners 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. In

addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022 and 2021.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

v3.22.4
Net Loss
12 Months Ended
Dec. 31, 2022
Net loss  
Net Loss

15. Net Loss

The Company’s basic and diluted net loss per share was $1.07 and $0.79 for the years ended December 31, 2022 and 2021, respectively.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

December 31, 

    

2022

    

2021

Warrants to purchase common stock

92,703

92,703

Options to purchase common stock

 

2,471,365

 

2,747,041

Restricted stock units

1,059,529

187,764

 

3,623,597

 

3,027,508

v3.22.4
Income Taxes
12 Months Ended
Dec. 31, 2022
Income Taxes  
Income Taxes

16. Income Taxes

During the years ended December 31, 2022 and 2021, the Company did not record income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items.

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:

    

Year Ended December 31, 

 

2022

    

2021

 

Federal statutory income tax rate

 

(21.0)

%  

(21.0)

%

State income taxes, net of federal benefit

 

(4.7)

 

(6.8)

Federal and state research and development tax credits

 

(5.1)

 

(4.5)

Nondeductible items

 

(1.7)

 

(11.7)

Change in valuation allowance

 

32.5

 

44.0

Effective income tax rate

 

0.0

%  

0.0

%

Net deferred tax assets consisted of the following (in thousands):

    

December 31, 

2022

    

2021

Deferred tax assets:

 

  

  

Net operating loss carryforwards

$

23,210

$

20,054

Research and development tax credit carryforwards

 

8,722

 

7,054

Lease liability

 

1,139

 

1,483

Deferred Revenue

 

3,268

 

2,160

Accrued expenses and other

 

4,314

 

3,194

Capitalization under Section 174(a)

 

3,857

 

Total deferred tax assets

 

44,510

 

33,945

Deferred tax liabilities:

 

  

 

  

Right-of-use asset

 

(1,000)

 

(1,314)

Intangible assets

(2,671)

Total deferred tax liabilities

 

(3,671)

 

(1,314)

Valuation allowance

 

(43,510)

 

(32,631)

Net deferred tax liabilities

$

(2,671)

$

As of December 31, 2022, the Company had gross federal and state operating loss carryforwards of $92.3 million and $64.0 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $57.9 million of federal gross operating losses do not expire. As of December 31, 2022, the Company also had U.S. federal and state research and development tax credit carryforwards of $5.9 million and $2.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2029, respectively.

Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, 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 or tax liabilities. 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 conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through March 1, 2022 and has determined that two historic ownership changes have occurred as defined by Section 382. Both ownership changes are not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration.

The Company assessed that $17.5 million of costs related to specified research and development to be capitalized during the year ended December 31, 2022 under the IRC Section 174(a), which was amended by Tax Cuts and Job Act in 2018. Based on the significant pre-tax loss incurred during 2022, the Company has recorded corresponding valuation allowance to offset $3.9 million deferred tax impact due to this assessment.

The Company has not conducted a study to document qualified activities for research and development tax credits generated. Such a study may result in an adjustment to the Company’s research and development tax credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net operating losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, as of December 31 2022, a full valuation allowance has been established against the net deferred tax assets, except for $2.7 million deferred tax liabilities recorded under our foreign jurisdiction, and a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021. Management revaluates the positive and negative evidence at each reporting period.

Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands):

    

Year Ended December 31, 

2022

    

2021

Valuation allowance as of beginning of year

$

32,631

$

22,885

Increases recorded to income tax provision

 

10,879

 

9,746

Valuation allowance as of end of year

$

43,510

$

32,631

As of December 31, 2022 and 2021, the Company had not recorded any amounts for unrecognized tax benefits. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations and comprehensive loss. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is open to future tax examination under statute from 2019 to the present; however, carryforward attributes that were generated prior to 2019 may still be adjusted upon examination by federal, state, or local tax authorities if they either have been or will be used in a future period. The Company has completed the examination by the Internal Revenue Service for the year ending December 31, 2018 and no material adjustments have been proposed as the result of the audit. The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute.

v3.22.4
Acquisition
12 Months Ended
Dec. 31, 2022
Acquisition  
Acquisition

17. Acquisition

On August 3, 2022, the Company entered into a share purchase and transfer agreement and completed its acquisition of 100% of the registered share capital of Trace, for total purchase price consideration of $17.3 million, comprised of (i) a $14.4 million initial cash payment, (ii) up to $2.0 million contingent cash consideration upon achievement of certain milestones over a twenty four month period and (iii) $0.9 million contingent pension liability holdback to be released upon discharging or transferring of such liability from Trace.

Trace is a leading provider of online analysis systems for biotech applications in research, development, and production. Trace’s products are used for monitoring and controlling of complex processes in industrial pharmaceutical productions under continuous measurement conditions. The Company expects to integrate acquired sampling technology within future product offerings.

The Company has accounted for the acquisition of Trace as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from Trace have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The Company has preliminarily allocated the purchase price to the net tangible and intangible assets based on their estimated fair values as of August 3, 2022. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2022. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquired intangible assets, assumed pension liability, indemnification assets, goodwill

and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date.

The following table presents the preliminary allocation of the acquisition date purchase consideration for the transaction including the contingent consideration and the preliminary allocation of the purchase consideration (in thousands):

Consideration Transferred:

Cash paid

$

14,400

Net cash and working capital adjustment

113

Contingent consideration - pension liability

900

Contingent consideration - earnout

737

Total consideration transferred

$

16,150

Assets acquired and liabilities assumed:

Cash and cash equivalents

$

638

Accounts receivable

168

Inventory

364

Prepaid expenses and other current assets

11

Property and equipment, net

32

Intangible assets

Customer Relationships

3,142

Developed Technology

4,967

Software

254

Trade Name

61

Goodwill

9,566

Indemnification assets

917

Pension liability

(917)

Accounts payable, accrued expenses and other current liabilities

(306)

Deferred tax liability, net

(2,672)

Other liabilities

(75)

Total

$

16,150

The excess of the purchase price over the fair value of the acquired businesses' net assets represents cost and revenue synergies specific to the companies, and has been allocated to goodwill, which is not tax deductible. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2 for the amortization periods.

Revenue and net loss related to Trace’s operations was $0.8 million and $0.1 million, respectively, for the period following the acquisition date through December 31, 2022, and is included in the Company’s consolidated statements of operations.

The following unaudited pro forma information presents the consolidated results of operations of the Company and Trace for the year ended December 31, 2022 and 2021 as if the acquisition of Trace had been completed on January 1, 2021 and have been calculated after applying the Company’s accounting policies. These pro forma consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as increased amortization for the fair value of acquired intangible assets, transaction related costs that were incurred in 2022 related to the acquisition which are reflected in the pro forma results for 2021, and consequential adjustments relating to the tax effect of these adjustments in combining the Company and Trace businesses.

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and Trace. Accordingly, these unaudited pro forma results are

presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred as of January 1, 2021, nor are they intended to represent or be indicative of future results of operations (in thousands):

December 31, 

2022

2021

Revenue (unaudited)

$

47,982

$

44,046

Pre-tax loss (unaudited)

(33,191)

 

(22,894)

v3.22.4
Segment Reporting and Geographic Data
12 Months Ended
Dec. 31, 2022
Segment Reporting and Geographic Data  
Segment Reporting and Geographic Data

18. Segment Reporting and Geographic Data

The Company has determined that it operates in one segment (see Note 2).

See Note 2 for revenue by country. Long-lived assets by geography are summarized as follows (in thousands):

December 31, 

2022

2021

Long-lived assets(1) by country:

United States

$

7,852

$

6,785

All other countries

63

 

Total long-lived assets

$

7,915

$

6,785

(1)Long-lived assets exclude goodwill, other intangible assets and other assets.

v3.22.4
Subsequent Event
12 Months Ended
Dec. 31, 2022
Subsequent Event.  
Subsequent Event

19. Subsequent Event

Grant of Restricted Stock Units and Stock Options under the 2020 Plan

On March 1, 2023, the Company granted 1,076,037 restricted stock units and performance based stock units to employees under the 2020 Stock Plan. The restricted stock units vest over a four-year period. The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $9.5 million, which is being amortized as stock compensation expense over the vesting term.

On March 1, 2023, the Company granted 326,980 stock options to employees under the 2020 Stock Plan. The stock options vest over a four-year period. The stock options have an exercise price of $8.83, which was the Company’s closing stock price at the date of grant. The total fair value of these stock options at the grant date was $1.9 million using the Black-Scholes option pricing model, and the value is being amortized as stock compensation expense over the vesting term.

Closure of Financial Institutions

On March 10, 2023, SVB, one of our financial institutions, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Similarly, Signature Bank, one of our other financial institutions, was closed on March 12, 2023 by its New York charter authority. At the time of closing, the Company had substantially all of its cash and cash equivalents at SVB and Signature Bank, and all of its restricted cash of $0.2 million supporting two outstanding letters of credit at SVB.

Based upon the announcement on March 12, 2023, from the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC, the Company expects to have access to all of its deposits at both SVB and Signature Bank. As of March 14, 2023, the Company maintains the 2022 Revolver with SVB and had no balances outstanding as of the recent

closure of SVB. The ability to access the 2022 Revolver will be dependent on the Company maintaining compliance with certain financial covenants, including maintaining the appropriate amount of deposits with SVB, maintaining the minimum cash requirement, and SVB being able to fulfill its obligations if the Company were to draw down under the 2022 Revolver.

v3.22.4
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies  
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the rising inflation and higher interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Please refer to Note 19 for further discussion regarding the potential impacts of the closure of the Company’s two financial institutions at which the Company currently hold deposits.

Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. One customer represented 28% and 43% of total revenue, respectively, for the year ended December 31, 2022 and 2021. As of December 31, 2022, two customers accounted for 20% and 12% of gross accounts receivable. As of December 31, 2021, two customers accounted for 63% and 11%, respectively, of gross accounts receivable.

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable, net

Accounts Receivable, net

Accounts receivable are presented net of a provision for doubtful accounts, which is an estimate of amounts that may not be collectible. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. An allowance for doubtful accounts is established when it is probable a credit loss has been incurred based on historical collection information, a review of major customer accounts receivable balances and an assessment of current economic conditions. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. During the year ended December 31, 2021, the Company deemed certain receivables from a customer in the Middle East uncollectible due to credit and economic conditions, including the impact of COVID-19, and recorded a provision for bad debts of $1.7 million. During the year ended December 31, 2022, the Company concluded that the receivable was uncollectable and offset the invoices against the provision for bad debts. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts were less than $0.1 million and $1.8 million, respectively.

Inventory

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost is computed using the first-in, first-out method. The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, records charges to write down inventories to their estimated net realizable value, after evaluating historical sales, future demand, market conditions and expected product life cycles. Such charges are classified as cost of revenue in the consolidated statements of operations and comprehensive loss. Any write-down of inventory to net realizable value creates a new cost basis.

Assets Recognized from Costs to Obtain a Contract with a Customer

Assets Recognized from Costs to Obtain a Contract with a Customer

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive

programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets.

Leases

Leases

The Company accounts for leases under ASC 842, Leases (“ASC 842”). In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. The Company’s existing leases are for office and laboratory space. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

    

Estimated Useful Life

Laboratory and demonstration equipment

 

2 to 5 years

Computer equipment and software

 

3 years

Furniture and fixtures

 

7 years

Leasehold improvements

 

Shorter of remaining life of lease or useful life

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets consist of operating lease right-of-use assets and property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an

impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2022 and 2021.

Software Development Costs

Software Development Costs

The Company incurs costs to develop computer software that is embedded in the hardware components of the Company’s products. Research and development costs related to this software are expensed as incurred, except for costs of internally developed or externally purchased software that qualify for capitalization. Software development costs incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and, upon general release, are amortized based upon the pattern in which economic benefits related to such assets are realized. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2022 and 2021.

Fair Value Measurements

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. 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.

The Company's financial instruments consist primarily of accounts receivable, accounts payable, accrued expenses and contingent consideration. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3, Fair value measurements). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a level 3 measurement).

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to

determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every year. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the quantitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill.

Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:

Customer Relationships

8 years

Developed Technology

15 years

Software

3 years

Trade Name

2 years

The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Foreign currency

Foreign currency

The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive loss.

Product Warranties

Product Warranties

The Company offers a one-year limited warranty on most products, which is included in the selling price. The Company’s standard limited warranty covers repair or replacement. The Company provides for estimated warranty expenses as a component of cost of revenue at the time product revenue is recognized. Warranty costs are estimated based on the current expected product replacement or repair cost and expected replacement or repair rates based on historical experience. The Company evaluates its warranty accrual at the end of each reporting period and makes adjustments as necessary.

Segment Information

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief

operating decision maker is its Chief Executive Officer. See Note 18, Segment Reporting and Geographic Data, for disclosure of tangible assets by Geographic locations.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the following five steps: (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management. Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.

Product and Service Revenue

The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services. Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and support is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement.

The Company recognizes a receivable at the point in time at which it has an unconditional right to payment. Such receivables are not contract assets. Payment terms for customer orders, including for each of the Company’s primary performance obligations, are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable, dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by the Company. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty/service contracts), upon completion of the service or a mix of both. The Company does not enter into significant financing agreements or other forms of variable consideration.

Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time. The Company had no contract assets related to product or service revenue as of December 31, 2022 or 2021.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has determined that its only contract liability related to product and service revenue is deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue.

The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands):

Year Ended December 31, 

    

2022

    

2021

Balances at beginning of period

$

14,521

$

8,938

Recognition of revenue included in balance at beginning of the period

 

(4,502)

 

(2,363)

Other adjustments

(10)

(110)

Revenue deferred during the period, net of revenue recognized

 

6,501

 

8,056

Balances at end of period

$

16,510

$

14,521

The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):

December 31, 

    

2022

    

2021

Deferred revenue expected to be recognized in:

 

  

 

  

One year or less

$

7,514

$

5,063

One to two years

 

4,750

 

3,731

Three years and beyond

 

4,246

 

5,727

$

16,510

$

14,521

License and Contract Revenue

The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services. To date, these contracts are primarily with the U.S. government or commercial entities contracting with the U.S. government, but the Company has also had such contracts with commercial partners. The Company’s contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) and are priced based on estimated or actual costs of producing goods or providing services. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods or services provided under U.S. government contracts. The pricing for non-U.S. government contracts is based on the specific negotiations with each customer.

Under the typical payment terms of U.S. government fixed-price contracts, the customer pays in accordance with the terms of the specific agreement, but generally through progress payments. If these progress payments are made in advance, these payments are recorded as a contract liability, classified as deferred revenue within the accompanying consolidated balance sheet, until the Company provides the underlying services. For U.S. government cost-type contracts, the customer generally pays for actual costs incurred within a short period of time. For contracts with commercial partners, payments are made in accordance with the terms of the specific agreement. For agreements which call for milestone payments, to the extent the Company does not conclude that it is probable that a significant reversal of cumulative revenue will occur, a contract asset is generated until the Company is permitted to bill for costs incurred, which is classified as prepaid expense and other current assets in the accompanying consolidated balance sheet. In some cases, payments received in advance under license agreements are recorded as deferred revenue and recognized over the respective contract term, absent any other performance obligations.

Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment.

The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not just subject to the passage of time. The Company includes contract assets within prepaid and other current assets in the accompanying consolidated balance sheet. The Company had contract assets related to contract or license revenue totaling $0.4 million and $0.2 million, respectively, for the years ended December 31, 2022 and 2021.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. As of December 31, 2022, the Company had contract liabilities totaling $2.5 million related to contract and license revenue, which the Company expects to recognize in 2024 and beyond. As of December 31, 2021, the Company had contract liabilities totaling $2.6 million related to contract and license revenue, of which the Company recognized $0.1 million in 2022. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. As of December 31, 2022, the Company’s wholly- or partially-unsatisfied performance obligations totaled $0.3 million related to contract and license agreements entered prior to period end, which the Company expects to recognize in 2023.

Distribution Channels

A majority of the Company’s revenue is generated by sales in conjunction with its distribution partners, such as its international distributors and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a distribution partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a distribution partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

Disaggregated Revenue

The Company’s product and service revenue consists of sales of devices and consumables and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):

Year Ended December 31, 

2022

    

2021

Product and service revenue:

  

 

  

Device sales revenue

$

28,757

$

33,287

Consumables and service revenue

 

15,718

 

7,821

Total product and service revenue

 

44,475

 

41,108

License and contract revenue

 

2,377

 

1,098

Total revenue

$

46,852

$

42,206

The following table presents the Company’s product and service revenue by device type (in thousands):

Year Ended December 31, 

    

2022

    

2021

Handheld

$

29,536

$

29,160

Desktop

 

14,939

 

11,948

Total product and service revenue

$

44,475

$

41,108

Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands):

Year Ended December 31, 

2022

    

2021

Government

$

29,964

$

29,755

Pharmaceutical/Biotechnology

14,241

 

11,264

Academia

270

 

89

Total product and service revenue

$

44,475

$

41,108

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):

Year Ended December 31, 

2022

    

2021

United States

$

37,594

$

34,781

Europe, Middle East and Africa

6,295

 

4,460

Asia Pacific

2,887

2,244

Americas other

76

 

721

$

46,852

$

42,206

International sales are comprised of product and service revenue, with all license and contract revenue being attributable to North America.

Shipping and Handling Fees and Costs

Shipping and Handling Fees and Costs

Shipping and handling fees billed to customers for product shipments are recorded in product and service revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss.

Cost of Revenue

Cost of Revenue

Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period.

Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites. License and contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period.

Research and Development Expenses

Research and Development Expenses

Research and development expenses consist primarily of employee-related expenses incurred for research activities, product development, hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, research materials and facilities, depreciation and maintenance expense.

Advertising Expense

Advertising Expense

The Company expenses costs of advertising as incurred. Advertising costs were $1.8 million and $1.7 million during the years ended December 31, 2022 and 2021, respectively.

Patent Costs

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

Stock-Based Compensation

Stock-Based Compensation

The Company measures stock-based option awards granted to employees, consultants and directors based on their fair value on the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of our common stock quoted on the Nasdaq Global Market on the date of grant. Compensation expense for those awards is recognized, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The straight-line method of expense recognition is applied to all awards with service-only conditions, while the graded vesting method is applied to all grants with both service and performance conditions.

The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income was composed of foreign currency translation adjustments.

Net Income (Loss) per Share

Net Income (Loss) per Share

The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number

of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, and shares to be purchased under the Company’s employee stock purchase plan. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Business combination

Business combination

Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.

The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and updates the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, probabilities of customer renewals, etc. The Company bases the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technology, software and trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for

income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.

In August 2022, the U.S. Inflation Reduction Act (the Act) was enacted into law. The Act includes various tax provisions, including an excise tax on stock repurchases, expanded tax credits for clean energy incentives and a corporate alternative minimum tax that generally applies to U.S. corporations with adjusted financial statement income in excess of $1.0 billion. We do not expect the Act to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the guidance on November 1, 2022 and did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various areas related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. For public entities the guidance is effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. The Company adopted the guidance as on January 1, 2022 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For non-public entities and smaller reporting companies, the guidance was effective for annual reporting periods beginning after December 15, 2021. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for non-public entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is allowed.

The Company is in process of adopting new accounting guidance regarding the accounting for credit losses as of January 1, 2023. This new accounting guidance requires the Company to move from an incurred loss model to a current expected credit loss (“CECL”) model. The adoption of this standard is not expected to have a material impact on the Company’s balance sheets, results of operations or cash flows.

v3.22.4
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2022
Summary of Significant Accounting Policies  
Summary of estimated useful life for property and equipment

    

Estimated Useful Life

Laboratory and demonstration equipment

 

2 to 5 years

Computer equipment and software

 

3 years

Furniture and fixtures

 

7 years

Leasehold improvements

 

Shorter of remaining life of lease or useful life

Schedule of finite lived intangible assets useful life

Customer Relationships

8 years

Developed Technology

15 years

Software

3 years

Trade Name

2 years

Summary of the activity of the Company's deferred revenue

The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands):

Year Ended December 31, 

    

2022

    

2021

Balances at beginning of period

$

14,521

$

8,938

Recognition of revenue included in balance at beginning of the period

 

(4,502)

 

(2,363)

Other adjustments

(10)

(110)

Revenue deferred during the period, net of revenue recognized

 

6,501

 

8,056

Balances at end of period

$

16,510

$

14,521

Schedule of deferred revenue amounts expected to be recognized in the future

The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):

December 31, 

    

2022

    

2021

Deferred revenue expected to be recognized in:

 

  

 

  

One year or less

$

7,514

$

5,063

One to two years

 

4,750

 

3,731

Three years and beyond

 

4,246

 

5,727

$

16,510

$

14,521

Schedule of disaggregation of revenue

The Company’s product and service revenue consists of sales of devices and consumables and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):

Year Ended December 31, 

2022

    

2021

Product and service revenue:

  

 

  

Device sales revenue

$

28,757

$

33,287

Consumables and service revenue

 

15,718

 

7,821

Total product and service revenue

 

44,475

 

41,108

License and contract revenue

 

2,377

 

1,098

Total revenue

$

46,852

$

42,206

The following table presents the Company’s product and service revenue by device type (in thousands):

Year Ended December 31, 

    

2022

    

2021

Handheld

$

29,536

$

29,160

Desktop

 

14,939

 

11,948

Total product and service revenue

$

44,475

$

41,108

Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands):

Year Ended December 31, 

2022

    

2021

Government

$

29,964

$

29,755

Pharmaceutical/Biotechnology

14,241

 

11,264

Academia

270

 

89

Total product and service revenue

$

44,475

$

41,108

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):

Year Ended December 31, 

2022

    

2021

United States

$

37,594

$

34,781

Europe, Middle East and Africa

6,295

 

4,460

Asia Pacific

2,887

2,244

Americas other

76

 

721

$

46,852

$

42,206

v3.22.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Measurements  
Schedule of assets and liabilities that are measured at fair value on a recurring basis

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):

Fair Value Measurements at December 31, 2022 Using:

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents - Money market funds

$

27,866

$

$

$

27,866

 

$

27,866

 

$

 

$

 

$

27,866

Other current liabilities:

Acquisition-related contingent consideration

$

$

$

343

$

343

Acquisition-related contingent consideration - pension liability

900

900

1,243

1,243

Other long-term liabilities:

Acquisition-related contingent consideration

555

555

Total liabilities measured at fair value

$

$

$

1,798

$

1,798

Fair Value Measurements at December 31, 2021 Using:

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

  

 

  

 

  

 

  

Cash equivalents:

 

  

 

  

 

  

 

  

Money market funds

$

634

$

$

$

634

Schedule of change in fair value of liabilities The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):

Balances as of December 31, 2021

$

Acquisition date fair value of contingent consideration - earnout

 

737

Acquisition date fair value of contingent consideration - pension liability

900

Accretion - earnout

161

Balance as of December 31, 2022

$

1,798

v3.22.4
Inventory (Tables)
12 Months Ended
Dec. 31, 2022
Inventory  
Schedule of inventory

Inventory consisted of the following (in thousands):

December 31, 

    

2022

2021

Raw materials

$

8,343

$

6,242

Work-in-progress

2,722

 

551

Finished goods

1,448

 

1,125

$

12,513

$

7,918

v3.22.4
Goodwill and Intangible Assets, net (Tables)
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets, net  
Schedule of rollforward of goodwill

As of December 31, 2022, the carrying amount of goodwill was $10.1 million. The following is a rollforward of the Company’s goodwill balance (in thousands):

Year Ended December 31, 

    

2022

Balances at beginning of period

$

Goodwill acquired

 

9,566

Foreign currency impact

484

Balances at end of period

$

10,050

Schedule of intangible assets, net

Intangible assets, net consists of the following (in thousands):

December 31, 2022

Cost

Accumulated Amortization

Translation adjustments

Net Book Value

Customer Relationships

$

3,142

$

(163)

$

150

$

3,129

Developed Technology

4,967

(137)

243

5,073

Software

254

(30)

11

235

Trade Name

61

(13)

3

51

$

8,424

$

(343)

$

407

$

8,488

Schedule of amortization expense for intangible assets

Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands):

December 31, 

2022

    

2021

Product and service cost of revenue

$

167

$

Selling, general and administrative expenses

176

$

343

$

Schedule of future amortization expense of intangible assets

Estimated future amortization expense for the intangible assets as of December 31, 2022 are as following (in thousands):

2023

$

859

2024

846

2025

827

2026

761

2027

752

Thereafter

4,443

$

8,488

v3.22.4
Property and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2022
Property and Equipment, Net  
Schedule of property and equipment, net

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

December 31, 

    

2022

    

2021

Laboratory and demonstration equipment

$

6,642

$

4,789

Computer equipment and software

 

186

 

139

Furniture and fixtures

 

194

 

112

Construction in progress

757

Leasehold improvements

 

21

 

21

 

7,800

 

5,061

Less: Accumulated depreciation and amortization

 

(4,717)

 

(3,458)

$

3,083

$

1,603

v3.22.4
Accrued Expenses (Tables)
12 Months Ended
Dec. 31, 2022
Accrued Expenses  
Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):

December 31, 

    

2022

2021

Accrued employee compensation and benefits

$

4,909

$

3,271

Accrued warranty

 

1,119

 

1,593

Accrued professional fees

 

677

 

710

Contingent consideration

1,243

Accrued other

 

899

 

1,387

$

8,847

$

6,961

Schedule of changes in product warranty obligation

Changes in the Company’s product warranty obligation are as follows (in thousands):

Year Ended December 31, 

    

2022

    

2021

Accrual balance at beginning of period

$

1,593

$

1,265

Provision for new warranties

 

1,396

 

1,776

Settlements and adjustments made during the period

 

(1,870)

 

(1,448)

Accrual balance at end of period

$

1,119

$

1,593

v3.22.4
Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2022
Long-Term Debt  
Schedule of long-term debt

Long-term debt consisted of the following (in thousands):

December 31, 

2022

2021

Principal amount of long-term debt

$

15,000

$

15,000

Less: Current portion of long-term debt

 

 

Less: Debt discount, net of accretion

 

 

Long-term debt, net of discount and current portion

$

15,000

$

15,000

v3.22.4
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2022
Stock-Based Compensation  
Schedule of option activity

The following table summarizes the Company’s option activity for the fiscal year ended December 31, 2022:

Weighted

Average

Weighted

Aggregate

Number

Exercise

Contractual

Intrinsic

    

of Shares

    

Price

    

Term

    

Value

(in years)

(in thousands)

Outstanding at beginning of period

2,747,041

$

3.32

6.7

$

62,714

Granted

 

432,444

15.91

 

 

Exercised

 

(670,047)

1.46

 

  

 

  

Forfeited

 

(38,073)

19.19

 

  

 

  

Outstanding at end of period

 

2,471,365

$

5.78

 

6.7

 

$

10,311

Vested and expected to vest at end of period

 

$

5.73

 

6.7

 

$

10,188

Exercisable at end of period

 

$

3.56

 

5.8

 

$

8,061

Schedule of restricted stock unit activity

The following table summarizes the Company’s restricted stock units activity for the fiscal year ended December 31, 2022:

Weighted

Average

Number

Grant Date

    

of Shares

    

Fair Value

Unvested at beginning of period

187,764

$

35.87

Granted

 

983,491

 

15.21

Vested and released

 

(58,605)

 

34.83

Forfeited

 

(53,121)

 

23.57

Unvested at end of period

 

1,059,529

$

17.38

Schedule of stock-based compensation expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

Year Ended December 31, 

2022

    

2021

Cost of revenue

$

286

$

97

Research and development expenses

1,659

 

448

Selling, general and administrative expenses

5,262

 

1,959

$

7,207

$

2,504

2020 ESPP  
Stock-Based Compensation  
Schedule of assumptions used to determine the grant-date fair value of stock options

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of 2020 ESPP granted:

    

Year Ended December 31, 

    

2022

Risk-free interest rate

3.2

%  

Expected volatility

 

90

%  

Expected dividend yield

 

 

Expected term (in years)

 

0.5

 

Options  
Stock-Based Compensation  
Schedule of assumptions used to determine the grant-date fair value of stock options

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:

    

Year Ended December 31, 

    

2022

    

2021

Risk-free interest rate

2.7

%  

1.1

%

Expected volatility

 

67

%  

 

65

%

Expected dividend yield

 

 

 

Expected term (in years)

 

6

 

 

6

v3.22.4
Leases (Tables)
12 Months Ended
Dec. 31, 2022
Leases  
Schedule of components of lease expense

The components of lease expense under ASC 842 were as follows (in thousands):

    

Year Ended December 31, 

    

2022

    

2021

Operating lease cost

$

2,337

$

1,780

Short-term lease cost

 

43

 

20

Variable lease cost

 

9

 

541

$

2,389

$

2,341

Schedule of supplemental cash flow information related to leases

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):

    

Year Ended December 31, 

 

    

2022

    

2021

 

Cash paid for amounts included in the measurement of operating lease liabilities

$

1,800

$

1,855

 

Operating lease liabilities arising from obtaining right-of-use assets

$

$

16

The weighted-average remaining lease term and discount rate were as follows:

    

December 31, 

 

    

2022

    

2021

 

Weighted-average remaining lease term - operating leases (in years)

2.75

3.72

 

Weighted-average discount rate - operating leases

 

9.5

%  

9.5

%

Schedule of future annual minimum lease payments

Future annual minimum lease payments under operating leases as of December 31, 2022 are as follows (in thousands):

Year Ending December 31, 

    

    

2023

$

2,153

2024

 

2,431

2025

 

2,001

2026

 

580

2027

594

Thereafter

 

1,306

Total future minimum lease payments

 

9,065

Less: imputed interest

 

(639)

Less: Leases commencing in 2023

(3,918)

Total operating lease liabilities

$

4,508

v3.22.4
Net Loss (Tables)
12 Months Ended
Dec. 31, 2022
Net loss  
Schedule of anti-dilutive securities excluded from the computation of diluted net loss per share attributable to common stockholders

December 31, 

    

2022

    

2021

Warrants to purchase common stock

92,703

92,703

Options to purchase common stock

 

2,471,365

 

2,747,041

Restricted stock units

1,059,529

187,764

 

3,623,597

 

3,027,508

v3.22.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2022
Income Taxes  
Schedule of reconciliation of federal statutory income tax rate to effective income tax rate

    

Year Ended December 31, 

 

2022

    

2021

 

Federal statutory income tax rate

 

(21.0)

%  

(21.0)

%

State income taxes, net of federal benefit

 

(4.7)

 

(6.8)

Federal and state research and development tax credits

 

(5.1)

 

(4.5)

Nondeductible items

 

(1.7)

 

(11.7)

Change in valuation allowance

 

32.5

 

44.0

Effective income tax rate

 

0.0

%  

0.0

%

Schedule of net deferred tax assets

Net deferred tax assets consisted of the following (in thousands):

    

December 31, 

2022

    

2021

Deferred tax assets:

 

  

  

Net operating loss carryforwards

$

23,210

$

20,054

Research and development tax credit carryforwards

 

8,722

 

7,054

Lease liability

 

1,139

 

1,483

Deferred Revenue

 

3,268

 

2,160

Accrued expenses and other

 

4,314

 

3,194

Capitalization under Section 174(a)

 

3,857

 

Total deferred tax assets

 

44,510

 

33,945

Deferred tax liabilities:

 

  

 

  

Right-of-use asset

 

(1,000)

 

(1,314)

Intangible assets

(2,671)

Total deferred tax liabilities

 

(3,671)

 

(1,314)

Valuation allowance

 

(43,510)

 

(32,631)

Net deferred tax liabilities

$

(2,671)

$

Schedule of changes in valuation allowance

Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands):

    

Year Ended December 31, 

2022

    

2021

Valuation allowance as of beginning of year

$

32,631

$

22,885

Increases recorded to income tax provision

 

10,879

 

9,746

Valuation allowance as of end of year

$

43,510

$

32,631

v3.22.4
Acquisition (Tables)
12 Months Ended
Dec. 31, 2022
Acquisition  
Schedule of preliminary allocation of the purchase consideration

The following table presents the preliminary allocation of the acquisition date purchase consideration for the transaction including the contingent consideration and the preliminary allocation of the purchase consideration (in thousands):

Consideration Transferred:

Cash paid

$

14,400

Net cash and working capital adjustment

113

Contingent consideration - pension liability

900

Contingent consideration - earnout

737

Total consideration transferred

$

16,150

Assets acquired and liabilities assumed:

Cash and cash equivalents

$

638

Accounts receivable

168

Inventory

364

Prepaid expenses and other current assets

11

Property and equipment, net

32

Intangible assets

Customer Relationships

3,142

Developed Technology

4,967

Software

254

Trade Name

61

Goodwill

9,566

Indemnification assets

917

Pension liability

(917)

Accounts payable, accrued expenses and other current liabilities

(306)

Deferred tax liability, net

(2,672)

Other liabilities

(75)

Total

$

16,150

Schedule of pro forma financial information

December 31, 

2022

2021

Revenue (unaudited)

$

47,982

$

44,046

Pre-tax loss (unaudited)

(33,191)

 

(22,894)

v3.22.4
Segment Reporting and Geographic Data (Tables)
12 Months Ended
Dec. 31, 2022
Segment Reporting and Geographic Data  
Schedule of long-lived assets by geography Long-lived assets by geography are summarized as follows (in thousands):

December 31, 

2022

2021

Long-lived assets(1) by country:

United States

$

7,852

$

6,785

All other countries

63

 

Total long-lived assets

$

7,915

$

6,785

(1)Long-lived assets exclude goodwill, other intangible assets and other assets.
v3.22.4
Nature of the Business and Basis of Presentation (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Nov. 15, 2021
Dec. 22, 2020
Dec. 31, 2022
Dec. 31, 2021
Nature of the Business and Basis of Presentation        
Entity Incorporation, Date of Incorporation     Feb. 10, 2012  
Proceeds from public offerings, net of underwriting discounts and commissions       $ 94,752
Net loss     $ (33,563) (22,169)
Accumulated deficit     $ (134,200) $ (100,637)
IPO | Common Stock        
Nature of the Business and Basis of Presentation        
Shares issued   7,475,000    
Proceeds from public offerings, net of underwriting discounts and commissions   $ 136,600    
Conversion of preferred stock to common stock upon initial public offering (in shares)   14,691,929    
Underwriters' option | Common Stock        
Nature of the Business and Basis of Presentation        
Shares issued   975,000    
Public Offering | Common Stock        
Nature of the Business and Basis of Presentation        
Shares issued 3,150,000      
Price per share $ 32.00      
Proceeds from public offering, net of underwriting discounts and commissions $ 94,400      
v3.22.4
Summary of Significant Accounting Policies - Risk of Concentrations of Credit, Significant Customers and Significant Suppliers (Details) - Customers - customer
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue    
Concentrations of Credit Risk and of Significant Customers    
Number of customers with concentration risk 1 1
Revenue | Customer One    
Concentrations of Credit Risk and of Significant Customers    
Concentration risk percentage 28.00% 43.00%
Accounts Receivable    
Concentrations of Credit Risk and of Significant Customers    
Threshold percentage used to determine significant risk 10.00% 10.00%
Number of customers with concentration risk 2 2
Accounts Receivable | Customer One    
Concentrations of Credit Risk and of Significant Customers    
Concentration risk percentage 20.00% 63.00%
Accounts Receivable | Customer Two    
Concentrations of Credit Risk and of Significant Customers    
Concentration risk percentage 12.00% 11.00%
v3.22.4
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Provision for doubtful accounts $ 1,725  
Allowance for doubtful accounts $ 1,750 $ 25
Maximum    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for doubtful accounts   $ 100
v3.22.4
Summary of Significant Accounting Policies - Property and Equipment (Details)
12 Months Ended
Dec. 31, 2022
Laboratory and demonstration equipment | Minimum  
Property and Equipment  
Estimated useful life 2 years
Laboratory and demonstration equipment | Maximum  
Property and Equipment  
Estimated useful life 5 years
Computer equipment and software  
Property and Equipment  
Estimated useful life 3 years
Furniture and fixtures  
Property and Equipment  
Estimated useful life 7 years
v3.22.4
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details)
12 Months Ended
Dec. 31, 2022
Customer Relationships  
Finite-Lived Intangible Assets [Line Items]  
Finite intangible assets useful life (in years) 8 years
Developed Technology  
Finite-Lived Intangible Assets [Line Items]  
Finite intangible assets useful life (in years) 15 years
Software  
Finite-Lived Intangible Assets [Line Items]  
Finite intangible assets useful life (in years) 3 years
Trade Name  
Finite-Lived Intangible Assets [Line Items]  
Finite intangible assets useful life (in years) 2 years
v3.22.4
Summary of Significant Accounting Policies - Product Warranties (Details)
12 Months Ended
Dec. 31, 2022
Product Warranties  
Warranty term P1Y
v3.22.4
Summary of Significant Accounting Policies - Deferred Revenue (Details) - Product and service revenue - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue Recognition    
Contract assets $ 0 $ 0
Summary of the activity of the Company's deferred revenue related to product and service revenue    
Balances at beginning of period 14,521 8,938
Recognition of revenue included in balance at beginning of the period (4,502) (2,363)
Other adjustments (10) (110)
Revenue deferred during the period, net of revenue recognized 6,501 8,056
Balances at end of period $ 16,510 $ 14,521
Minimum    
Revenue Recognition    
Payment terms for customer receivables 30 days  
Maximum    
Revenue Recognition    
Payment terms for customer receivables 90 days  
v3.22.4
Summary of Significant Accounting Policies - Deferred Revenue Expected To Be Recognized (Details) - Product and service revenue - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Revenue Recognition    
Remaining performance obligation amount $ 16,510 $ 14,521
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01    
Revenue Recognition    
Period in which remaining performance obligation is expected to be recognized as revenue   1 year
Remaining performance obligation amount   $ 5,063
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01    
Revenue Recognition    
Period in which remaining performance obligation is expected to be recognized as revenue 1 year  
Remaining performance obligation amount $ 7,514 $ 3,731
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01    
Revenue Recognition    
Period in which remaining performance obligation is expected to be recognized as revenue 1 year 1 year
Remaining performance obligation amount $ 4,750 $ 5,727
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01    
Revenue Recognition    
Period in which remaining performance obligation is expected to be recognized as revenue 1 year 1 year
Remaining performance obligation amount $ 4,246  
v3.22.4
Summary of Significant Accounting Policies - License And Contract Revenue (Details) - License and contract revenue - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue Recognition    
Contract assets $ 0.4 $ 0.2
Contract liabilities 2.5 $ 2.6
Revenue recognized 0.1  
Wholly- or partially-unsatisfied performance obligations $ 0.3  
v3.22.4
Summary of Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue Recognition    
Revenue $ 46,852 $ 42,206
United States    
Revenue Recognition    
Revenue 37,594 34,781
Europe, Middle East and Africa    
Revenue Recognition    
Revenue 6,295 4,460
Asia Pacific    
Revenue Recognition    
Revenue 2,887 2,244
Americas other    
Revenue Recognition    
Revenue 76 721
Product and service revenue    
Revenue Recognition    
Revenue 44,475 41,108
Product and service revenue | Government    
Revenue Recognition    
Revenue 29,964 29,755
Product and service revenue | Pharmaceutical/Biotechnology    
Revenue Recognition    
Revenue 14,241 11,264
Product and service revenue | Academia    
Revenue Recognition    
Revenue 270 89
Product and service revenue | Handheld    
Revenue Recognition    
Revenue 29,536 29,160
Product and service revenue | Desktop    
Revenue Recognition    
Revenue 14,939 11,948
Device sales    
Revenue Recognition    
Revenue 28,757 33,287
Consumables and service    
Revenue Recognition    
Revenue 15,718 7,821
License and contract revenue    
Revenue Recognition    
Revenue $ 2,377 $ 1,098
v3.22.4
Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Summary of Significant Accounting Policies    
Advertising Expense $ 1.8 $ 1.7
v3.22.4
Fair Value Measurements - Recurring basis (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value Measurements    
Amount of asset transferred into level 3 $ 0 $ 0
Amount of asset transferred out of level 3 0 0
Amount of liability transferred into level 3 0 0
Amount of liability transferred out of level 3 0 0
Recurring    
Fair Value Measurements    
Total assets measured at fair value 27,866,000  
Total current liabilities measured at fair value 1,243,000  
Total liabilities measured at fair value 1,798,000  
Recurring | Acquisition-related contingent consideration    
Fair Value Measurements    
Contingent consideration, current 343,000  
Contingent consideration, long-term 555,000  
Recurring | Acquisition-related contingent consideration - pension liability    
Fair Value Measurements    
Contingent consideration, current 900,000  
Recurring | Money market funds    
Fair Value Measurements    
Cash and cash equivalents 27,866,000 634,000
Recurring | Level 1    
Fair Value Measurements    
Total assets measured at fair value 27,866,000  
Recurring | Level 1 | Money market funds    
Fair Value Measurements    
Cash and cash equivalents 27,866,000 $ 634,000
Recurring | Level 3    
Fair Value Measurements    
Total current liabilities measured at fair value 1,243,000  
Total liabilities measured at fair value 1,798,000  
Recurring | Level 3 | Acquisition-related contingent consideration    
Fair Value Measurements    
Contingent consideration, current 343,000  
Contingent consideration, long-term 555,000  
Recurring | Level 3 | Acquisition-related contingent consideration - pension liability    
Fair Value Measurements    
Contingent consideration, current $ 900,000  
v3.22.4
Fair Value Measurements - Change in fair value (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Accretion - earnout $ 161
Ending balance 1,798
Acquisition-related contingent consideration - earnout  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Acquisition date fair value of contingent consideration 737
Acquisition-related contingent consideration - pension liability  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Acquisition date fair value of contingent consideration $ 900
v3.22.4
Fair Value Measurements - Narratives (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
Aug. 03, 2022
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Current contingent consideration $ 1,243  
TRACE Analytics GmbH    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration   $ 2,000
Contingent consideration - pension liability   $ 900
TRACE Analytics GmbH | Technological Integration And Revenue Targets Contingent Consideration    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration 2,000  
Current contingent consideration $ 900  
Probability of achieving target for contingent consideration (as a percent) 95.00%  
TRACE Analytics GmbH | Pension Liability Related Contingent Consideration    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration - pension liability $ 900  
Average estimated revenue volatility | TRACE Analytics GmbH    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration, measurement input 40.9  
Discount rate | TRACE Analytics GmbH    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration, measurement input 23.0  
v3.22.4
Inventory (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Inventory    
Raw materials $ 8,343 $ 6,242
Work-in-progress 2,722 551
Finished goods 1,448 1,125
Total 12,513 7,918
Non cash transfers to Property, Plant and Equipment $ 900 $ 900
v3.22.4
Goodwill and Intangible Assets, net - Goodwill narratives (Details)
12 Months Ended
Dec. 31, 2022
USD ($)
Goodwill and Intangible Assets, net  
Goodwill $ 10,050,000
Goodwill impairment $ 0
v3.22.4
Goodwill and Intangible Assets, net - Goodwill rollforward (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
Goodwill  
Goodwill acquired $ 9,566
Foreign currency impact 484
Balances at end of period $ 10,050
v3.22.4
Goodwill and Intangible Assets, net - Intangible Assets, net (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Cost $ 8,424
Accumulated amortization (343)
Translation adjustments 407
Net book value 8,488
Customer Relationships  
Finite-Lived Intangible Assets [Line Items]  
Cost 3,142
Accumulated amortization (163)
Translation adjustments 150
Net book value 3,129
Developed Technology  
Finite-Lived Intangible Assets [Line Items]  
Cost 4,967
Accumulated amortization (137)
Translation adjustments 243
Net book value 5,073
Software  
Finite-Lived Intangible Assets [Line Items]  
Cost 254
Accumulated amortization (30)
Translation adjustments 11
Net book value 235
Trade Name  
Finite-Lived Intangible Assets [Line Items]  
Cost 61
Accumulated amortization (13)
Translation adjustments 3
Net book value $ 51
v3.22.4
Goodwill and Intangible Assets, net - Amortization expense of intangible assets (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Amortization expense of intangible assets $ 343
Cost of revenue  
Finite-Lived Intangible Assets [Line Items]  
Amortization expense of intangible assets 167
Selling, general and administrative expenses  
Finite-Lived Intangible Assets [Line Items]  
Amortization expense of intangible assets $ 176
v3.22.4
Goodwill and Intangible Assets, net - Estimated future amortization expense of intangible assets (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Goodwill and Intangible Assets, net  
2023 $ 859
2024 846
2025 827
2026 761
2027 752
Thereafter 4,443
Net book value $ 8,488
v3.22.4
Property and Equipment, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property and Equipment    
Property and equipment, gross $ 7,800 $ 5,061
Less: Accumulated depreciation and amortization (4,717) (3,458)
Total Property, Plant and Equipment, Net 3,083 1,603
Depreciation expense 1,300 900
Laboratory and demonstration equipment    
Property and Equipment    
Property and equipment, gross 6,642 4,789
Computer equipment and software    
Property and Equipment    
Property and equipment, gross 186 139
Furniture and fixtures    
Property and Equipment    
Property and equipment, gross 194 112
Construction in progress    
Property and Equipment    
Property and equipment, gross 757  
Leasehold improvements    
Property and Equipment    
Property and equipment, gross $ 21 $ 21
v3.22.4
Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accrued Expenses    
Accrued employee compensation and benefits $ 4,909 $ 3,271
Accrued warranty 1,119 1,593
Accrued professional fees 677 710
Contingent consideration 1,243  
Accrued other 899 1,387
Total accrued expenses $ 8,847 $ 6,961
v3.22.4
Accrued Expenses - Changes in product warranty obligation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Changes in product warranty obligation    
Accrual balance at beginning of period $ 1,593 $ 1,265
Provision for new warranties 1,396 1,776
Settlements and adjustments made during the period (1,870) (1,448)
Accrual balance at end of period $ 1,119 $ 1,593
v3.22.4
Long-Term Debt - Summary (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Long-Term Debt    
Principal amount of long-term debt $ 15,000 $ 15,000
Long-term debt, net of discount and current portion $ 15,000 $ 15,000
v3.22.4
Long-Term Debt (Details) - USD ($)
12 Months Ended
Nov. 02, 2022
Mar. 11, 2021
Dec. 31, 2022
Dec. 31, 2021
Mar. 14, 2023
Long-Term Debt          
Loss on extinguishment     $ (47,000) $ (178,000)  
2021 Revolver          
Long-Term Debt          
Loan capacity   $ 25,000,000.0      
Maturity date   Mar. 11, 2024      
Unrestricted minimum cash required pursuant to financial covenants of the loan   $ 10,000,000.0      
Annual interest rate above the otherwise applicable rate upon the occurrence of an event of default   5.00%      
Line of credit outstanding $ 0        
2021 Revolver | Minimum          
Long-Term Debt          
Annual interest rate   4.00%      
2022 Revolver          
Long-Term Debt          
Loan capacity 35,000,000.0        
Annual interest rate     7.00%    
Line of credit outstanding     $ 15,000,000.0   $ 0
Maximum allowed balance at non-SVB accounts.     $ 3,600,000    
2022 Revolver | Minimum          
Long-Term Debt          
Amount of minimum unrestricted and unencumbered cash minus advances $ 10,000,000.0        
Term of cash burn period for minimum unrestricted and unencumbered cash minus advances 9 months        
2019 Loan          
Long-Term Debt          
Repayment of loan   $ 14,500,000      
Loss on extinguishment   $ 200,000      
Prime rate | 2021 Revolver | Minimum          
Long-Term Debt          
Spread on basis rate (percentage)   0.50%      
Prime rate | 2022 Revolver | Minimum          
Long-Term Debt          
Spread on basis rate (percentage) (0.50%)        
Annual interest rate 3.50%        
v3.22.4
Post-Retirement benefit Obligations (Details) - TRACE Analytics GmbH
$ in Millions
12 Months Ended
Dec. 31, 2022
employee
Aug. 31, 2022
USD ($)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Number of employees involved in the foreign pension plan | employee 1  
Pension liability | $   $ 0.9
v3.22.4
Warrants (Details) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Warrants Expiring in 2027    
Warrants    
Number of shares into which warrants may be converted 49,078 49,078
Warrants Expiring in 2028    
Warrants    
Number of shares into which warrants may be converted 43,625 43,625
Common Stock    
Warrants    
Number of shares into which warrants may be converted 92,703 92,703
Exercise price $ 9.17 $ 9.17
v3.22.4
Equity (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Nov. 15, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 22, 2020
Equity        
Total preferred and common shares authorized       105,000,000
Common stock, shares authorized   100,000,000 100,000,000 100,000,000
Common stock, par value   $ 0.001 $ 0.001 $ 0.001
Preferred stock, shares authorized   5,000,000 5,000,000 5,000,000
Preferred stock, par value   $ 0.001 $ 0.001 $ 0.001
Common Stock        
Equity        
Number of votes per common share   one vote    
Public Offering | Common Stock        
Equity        
Shares issued 3,150,000      
Price per share $ 32.00      
Proceeds from public offering, net of underwriting discounts and commissions $ 94.4      
v3.22.4
Stock-Based Compensation - Summary of plans (Details) - shares
12 Months Ended
Jan. 01, 2023
Dec. 17, 2020
Dec. 31, 2022
Dec. 31, 2021
2012 Plan        
Stock-Based Compensation        
Remaining shares available for future issuance     0  
2020 Employee Stock Option and Incentive Plan        
Stock-Based Compensation        
Total number of shares of common stock that may be issued   1,843,771    
Remaining shares available for future issuance     1,598,660  
Annual increase in number of common stock shares reserved and available for issuance under the plan 1,274,394      
Threshold number of shares reserved and available for issuance under the plan as a percent of the outstanding number of shares of common stock   4.00%    
2020 ESPP        
Stock-Based Compensation        
Remaining shares available for future issuance     558,836  
Shares issued     56,486 0
Annual increase in number of common stock shares reserved and available for issuance under the plan 307,295      
2020 ESPP | Maximum        
Stock-Based Compensation        
Annual increase in number of common stock shares reserved and available for issuance under the plan   307,295    
Threshold number of shares reserved and available for issuance under the plan as a percent of the outstanding number of shares of common stock   1.00%    
v3.22.4
Stock-Based Compensation - Stock option valuation (Details) - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
2020 Employee Stock Option and Incentive Plan    
Stock-Based Compensation    
Risk-free interest rate 2.70% 1.10%
Expected volatility 67.00% 65.00%
Expected dividend yield 0.00% 0.00%
Expected term (in years) 6 years 6 years
2020 ESPP    
Stock-Based Compensation    
Shares issued 56,486 0
Risk-free interest rate 3.20%  
Expected volatility 90.00%  
Expected dividend yield 0.00%  
Expected term (in years) 6 months  
v3.22.4
Stock-Based Compensation - Stock option activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Additional Disclosures    
Weighted Contractual Term 6 years 8 months 12 days 6 years 8 months 12 days
Weighted Contractual Term, Vested and expected to vest 6 years 8 months 12 days  
Weighted Contractual Term, Options exercisable 5 years 9 months 18 days  
Aggregate Intrinsic Value $ 10,311 $ 62,714
Aggregate Intrinsic Value, Vested and expected to vest 10,188  
Aggregate Intrinsic Value, Options exercisable $ 8,061  
Options    
Number of Shares    
Outstanding, beginning balance 2,747,041  
Granted 432,444  
Exercised (670,047)  
Forfeited (38,073)  
Outstanding, ending balance 2,471,365 2,747,041
Weighted Average Exercise Price    
Outstanding, beginning balance $ 3.32  
Granted 15.91  
Exercised 1.46  
Forfeited 19.19  
Outstanding, ending balance 5.78 $ 3.32
Vested and expected to vest 5.73  
Options exercisable $ 3.56  
Additional Disclosures    
Aggregate intrinsic value of stock options exercised $ 10,300 $ 24,000
Weighted average period for recognition of stock-based compensation expense 2 years  
Weighted average grant-date fair value of stock options granted $ 9.61 $ 20.34
v3.22.4
Stock-Based Compensation - Restricted stock units activity (Details) - Restricted stock units - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Number of shares    
Unvested at beginning of period 187,764  
Granted 983,491  
Vested and released (58,605)  
Forfeited (53,121)  
Unvested at end of period 1,059,529 187,764
Average Grant Date Fair Value    
Unvested at beginning of period $ 35.87  
Granted 15.21 $ 36.43
Vested and released 34.83  
Forfeited 23.57  
Unvested at end of period $ 17.38 $ 35.87
Unrecognized compensation expense $ 13.8  
Weighted average period for recognition of stock-based compensation expense 3 years 1 month 6 days  
Aggregate intrinsic value of stock options exercised $ 0.9  
Maximum    
Average Grant Date Fair Value    
Aggregate intrinsic value of stock options exercised   $ 0.1
v3.22.4
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Stock-Based Compensation    
Stock-based compensation expense $ 7,207 $ 2,504
Remaining unrecognized stock-based compensation expense $ 4,300  
Restricted stock units    
Stock-Based Compensation    
Weighted average period for recognition of stock-based compensation expense 3 years 1 month 6 days  
Cost of revenue    
Stock-Based Compensation    
Stock-based compensation expense $ 286 97
Research and development expenses    
Stock-Based Compensation    
Stock-based compensation expense 1,659 448
Selling, general and administrative expenses    
Stock-Based Compensation    
Stock-based compensation expense $ 5,262 $ 1,959
v3.22.4
Leases - Summary (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Jan. 02, 2018
USD ($)
ft²
$ / shares
shares
Oct. 31, 2022
USD ($)
ft²
Jul. 31, 2022
USD ($)
ft²
Dec. 31, 2022
USD ($)
ft²
Dec. 31, 2021
USD ($)
Feb. 28, 2021
ft²
Oct. 31, 2020
Leases              
Existence of options to extend lease       true      
Operating lease cost | $       $ 2,337 $ 1,780    
Minimum              
Leases              
Remaining lease term       1 year      
Maximum              
Leases              
Remaining lease term       7 years      
Renewal term       2 years      
Operating Lease in Boston, Massachusetts              
Leases              
Area of facility | ft² 37,500            
Security deposit | $ $ 500            
Fair value of warrants | $ $ 300            
Increase in annualized base rent 2.50%            
Operating Lease in Boston, Massachusetts | Series D Preferred Stock              
Leases              
Number of shares into which warrants may be converted | shares 70,983            
Purchase price, per share | $ / shares $ 5.6351            
Morrisville, North Carolina (New NC Lease)              
Leases              
Area of facility | ft²     13,300        
Lease term     88 months        
Operating lease cost | $     $ 4,000        
Braunschweig, Germany (New Operating lease Agreement)              
Leases              
Area of facility | ft²   7,500          
Lease term   60 months          
Operating lease cost | $   $ 400          
Facility Lease in California              
Leases              
Area of facility | ft²           1,500  
Facility Lease in North Carolina              
Leases              
Renewal term             2 years
Area of facility | ft²       2,000      
v3.22.4
Leases - Components of lease expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Components of lease expense    
Operating lease cost $ 2,337 $ 1,780
Short-term lease cost 43 20
Variable lease cost 9 541
Total $ 2,389 $ 2,341
v3.22.4
Leases - Supplemental disclosure of cash flow information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Leases    
Cash paid for amounts included in the measurement of operating lease liabilities $ 1,800 $ 1,855
Operating lease liabilities arising from obtaining right-of-use assets   $ 16
Weighted-average remaining lease term - operating leases (in years) 2 years 9 months 3 years 8 months 19 days
Weighted-average discount rate - operating leases 9.50% 9.50%
v3.22.4
Leases - Minimum lease payments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Minimum lease payments  
2023 $ 2,153
2024 2,431
2025 2,001
2026 580
2027 594
Thereafter 1,306
Total future minimum lease payments 9,065
Less: imputed interest (639)
Less: Leases commencing in 2023 (3,918)
Total operating lease liabilities $ 4,508
v3.22.4
Commitments and Contingencies (Details)
$ in Thousands
12 Months Ended
Aug. 03, 2022
USD ($)
Milestone
Dec. 31, 2022
USD ($)
item
Dec. 31, 2021
USD ($)
Royalty Arrangements      
Number of parties with royalty arrangements | item   2  
Future minimum annual royalty payments   $ 100  
401(k) Savings Plan      
Employer contributions to defined contribution plan   $ 500 $ 100
TRACE Analytics GmbH      
Long-term Purchase Commitment [Line Items]      
Number of milestone based earnouts under Trace purchase agreement | Milestone 3    
Contingent consideration $ 2,000    
Contingent consideration - pension liability $ 900    
v3.22.4
Net Loss - Basic and diluted loss per share (Details) - $ / shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Net loss    
Net loss per share, basic $ (1.07) $ (0.79)
Net loss per share, diluted $ (1.07) $ (0.79)
v3.22.4
Net Loss - Anti-dilutive Shares (Details) - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Net loss    
Anti-dilutive securities 3,623,597 3,027,508
Warrants to purchase common stock    
Net loss    
Anti-dilutive securities 92,703 92,703
Options to purchase common stock    
Net loss    
Anti-dilutive securities 2,471,365 2,747,041
Restricted stock units    
Net loss    
Anti-dilutive securities 1,059,529 187,764
v3.22.4
Income Taxes - Reconciliation (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of federal statutory income tax rate to effective income tax rate    
Federal statutory income tax rate (21.00%) (21.00%)
State income taxes, net of federal benefit (4.70%) (6.80%)
Federal and state research and development tax credits (5.10%) (4.50%)
Nondeductible items (1.70%) (11.70%)
Change in valuation allowance 32.50% 44.00%
Effective income tax rate 0.00% 0.00%
v3.22.4
Income Taxes - Net deferred tax assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets:      
Net operating loss carryforwards $ 23,210 $ 20,054  
Research and development tax credit carryforwards 8,722 7,054  
Lease liability 1,139 1,483  
Deferred Revenue 3,268 2,160  
Accrued expenses and other 4,314 3,194  
Capitalization under Section 174(a) 3,857    
Total deferred tax assets 44,510 33,945  
Deferred tax liabilities:      
Right-of-use asset (1,000) (1,314)  
Intangible assets (2,671)    
Total deferred tax liabilities (3,671) (1,314)  
Valuation allowance (43,510) (32,631) $ (22,885)
Net deferred tax liabilities $ (2,671) $ 0  
v3.22.4
Income Taxes - Additional disclosures (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Taxes      
Research and development $ 17,526 $ 13,067  
Valuation allowance 43,510 32,631 $ 22,885
Uncertain tax position 0    
Accrued interest or penalties related to uncertain tax positions 0 0  
Interest and penalties expense 0 $ 0  
Research and development deferred tax asset      
Income Taxes      
Valuation allowance 3,900    
U.S. federal      
Income Taxes      
Gross operating loss carryforwards 92,300    
Gross operating losses that do not expire 57,900    
Research and development tax credit carryforwards 5,900    
State      
Income Taxes      
Gross operating loss carryforwards 64,000    
Research and development tax credit carryforwards $ 2,800    
v3.22.4
Income Taxes - Valuation allowance (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Valuation allowance    
Deferred tax liabilities $ 2,671  
Valuation allowance as of beginning of year 32,631 $ 22,885
Increases recorded to income tax provision 10,879 9,746
Valuation allowance as of end of year 43,510 $ 32,631
Foreign    
Valuation allowance    
Deferred tax liabilities $ 2,700  
v3.22.4
Acquisition - Additional information (Details) - TRACE Analytics GmbH - USD ($)
$ in Thousands
5 Months Ended
Aug. 03, 2022
Dec. 31, 2022
Business Acquisition [Line Items]    
Percentage of share capital acquired 100.00%  
Total potential contractual purchase price $ 17,300  
Initial cash payment plus 14,400  
Cash in contingent consideration upon achievement of certain milestones $ 2,000  
Cash in contingent consideration upon achievement of certain milestones, period 24 months  
Contingent consideration - pension liability $ 900  
Revenue   $ 800
Net loss   $ 100
v3.22.4
Acquisition - Preliminary allocation of purchase consideration (Details) - USD ($)
$ in Thousands
Aug. 03, 2022
Dec. 31, 2022
Assets acquired and liabilities assumed:    
Goodwill   $ 10,050
TRACE Analytics GmbH    
Consideration Transferred:    
Cash paid $ 14,400  
Net cash and working capital adjustment 113  
Contingent consideration - pension liability 900  
Contingent consideration - earnout 737  
Total consideration transferred 16,150  
Assets acquired and liabilities assumed:    
Cash and cash equivalents 638  
Accounts receivable 168  
Inventory 364  
Prepaid expenses and other current assets 11  
Property and equipment, net 32  
Goodwill 9,566  
Indemnification assets 917  
Pension liability (917)  
Accounts payable, accrued expenses and other current liabilities (306)  
Deferred tax liability, net (2,672)  
Other liabilities (75)  
Total 16,150  
TRACE Analytics GmbH | Customer Relationships    
Assets acquired and liabilities assumed:    
Intangible assets 3,142  
TRACE Analytics GmbH | Developed Technology    
Assets acquired and liabilities assumed:    
Intangible assets 4,967  
TRACE Analytics GmbH | Software    
Assets acquired and liabilities assumed:    
Intangible assets 254  
TRACE Analytics GmbH | Trade Name    
Assets acquired and liabilities assumed:    
Intangible assets $ 61  
v3.22.4
Acquisition - Pro forma Results (Details) - TRACE Analytics GmbH - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]    
Revenue (unaudited) $ 47,982 $ 44,046
Pre-tax loss (unaudited) $ (33,191) $ (22,894)
v3.22.4
Segment Reporting and Geographic Data (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting and Geographic Data    
Long-lived assets $ 7,915 $ 6,785
United States    
Segment Reporting and Geographic Data    
Long-lived assets 7,852 $ 6,785
All other countries    
Segment Reporting and Geographic Data    
Long-lived assets $ 63  
v3.22.4
Subsequent Event (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Mar. 01, 2023
Dec. 31, 2022
Mar. 14, 2023
Mar. 12, 2023
2022 Revolver        
Subsequent Event [Line Items]        
Line of credit outstanding   $ 15.0 $ 0.0  
Restricted stock units        
Subsequent Event [Line Items]        
Restricted stock granted   983,491    
Options        
Subsequent Event [Line Items]        
Stock options granted   432,444    
Exercise price per share   $ 1.46    
Subsequent event | SVB        
Subsequent Event [Line Items]        
Restricted cash       $ 0.2
Subsequent event | Restricted stock units | 2020 Employee Stock Option and Incentive Plan        
Subsequent Event [Line Items]        
Vesting period 4 years      
Aggregate fair value of options granted $ 9.5      
Subsequent event | Restricted stock units and performance based stock units. | 2020 Employee Stock Option and Incentive Plan        
Subsequent Event [Line Items]        
Restricted stock granted 1,076,037      
Subsequent event | Options | 2020 Employee Stock Option and Incentive Plan        
Subsequent Event [Line Items]        
Stock options granted 326,980      
Vesting period 4 years      
Exercise price per share $ 8.83      
Aggregate fair value of equity instruments other than options granted $ 1.9