Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____

Commission file number: 001-31822

ACCELERATE DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware			84-1072256
(State or other jurisdiction
of incorporation or organization)

3950 South Country Club Road,		Suite 470
Tucson,	Arizona		85714
(Address of principal executive offices)			(Zip Code)

(520) 365-3100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par	AXDX	The Nasdaq Stock Market LLC
value per share		(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer						☐
Accelerated filer						☐
Non-accelerated filer						☑
Smaller reporting company						☑
Emerging growth company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

At August 5, 2024, 23,679,383 shares of common stock were outstanding, net of treasury shares. All common stock share data and share-based calculations set forth in this report have been adjusted to reflect the registrant’s 1-for-10 reverse stock split, which was effective July 11, 2023 (the “Reverse Stock Split”), on a retroactive basis for the periods presented.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			40
Item 3. Quantitative and Qualitative Disclosures About Market Risk			52
Item 4. Controls and Procedures			52
Part II - OTHER INFORMATION
Item 1. Legal Proceedings			53
Item 1A. Risk Factors			53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 3. Defaults Upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

Unaudited

(in thousands, except share data)


	June 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	8,588	$	12,138
Investments	1,158		1,081
Trade accounts receivable, net	2,289		2,622
Inventory	3,223		3,310
Prepaid expenses	798		380
Purchase obligation put option asset	—		3,419
Other current assets	1,114		1,516
Total current assets	17,170		24,466
Property and equipment, net	3,100		2,389
Finance lease assets, net	928		1,518
Operating lease right of use assets, net	787		1,177
Other non-current assets	882		1,816
Total assets	$	22,867	$	31,366
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,759	$	4,796
Accrued liabilities	2,704		3,243
Accrued interest	144		164
Deferred revenue and income, current	791		1,545
Current portion of convertible notes	—		726
Common warrant liability	4,807		—
Finance lease, current	251		583
Operating lease, current	957		977
Total current liabilities	13,413		12,034
Finance lease, non-current	57		262
Operating lease, non-current	83		570
Deferred income, non-current	1,134		1,122
Other non-current liabilities	2,005		1,164
Convertible notes, non-current	41,062		36,102
Total liabilities	57,754		51,254

Commitments (see Note 14)

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS (CONTINUED)

Unaudited

(in thousands, except share data)


	June 30,		December 31,
	2024		2023
Stockholders’ deficit:
Preferred shares, $0.001 par value;
5,000,000 preferred shares authorized with no shares issued and outstanding on June 30, 2024 and December 31, 2023	—		—
Common stock, $0.001 par value;
450,000,000 common shares authorized with 23,679,383 shares issued and outstanding on June 30, 2024 and 14,569,500 shares issued and outstanding on December 31, 2023	24		14
Contributed capital	705,280		694,634
Treasury stock	(45,067)		(45,067)
Accumulated deficit	(694,675)		(668,857)
Accumulated other comprehensive loss	(449)		(612)
Total stockholders’ deficit	(34,887)		(19,888)
Total liabilities and stockholders’ deficit	$	22,867	$	31,366

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Unaudited

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net sales	$	2,986	$	2,921	$	5,907	$	5,733


Cost of sales	2,310		2,122		4,508		3,923


Gross profit	676		799		1,399		1,810

Costs and expenses:
Research and development	3,903		5,820		9,076		12,788
Sales, general and administrative	5,379		7,564		11,084		17,669
Total costs and expenses	9,282		13,384		20,160		30,457

Loss from operations	(8,606)		(12,585)		(18,761)		(28,647)

Other income (expense):
Interest expense	(2,589)		(1,175)		(5,039)		(1,593)
Interest expense related-party	—		(804)		—		(1,817)
Loss on extinguishment of debt	—		(6,550)		—		(6,550)
Loss on extinguishment of debt related-party	—		(6,755)		—		(6,755)
Gain on extinguishment of accounts payable	743		—		743		—
Loss on fair value adjustments	(1,002)		(5,030)		(2,219)		(5,030)
Foreign currency exchange gain (loss)	(263)		25		(244)		258
Interest income	116		255		316		675
Other income (expense), net	13		40		(614)		85
Total other expense, net	(2,982)		(19,994)		(7,057)		(20,727)

Net loss before income taxes	(11,588)		(32,579)		(25,818)		(49,374)
Provision for income taxes	—		(156)		—		(156)
Net loss	$	(11,588)	$	(32,735)	$	(25,818)	$	(49,530)

Basic and diluted net loss per share	$	(0.50)	$	(2.97)	$	(1.16)	$	(4.75)
Weighted average shares outstanding	23,058		11,009		22,250		10,420

Other comprehensive loss:
Net loss	$	(11,588)	$	(32,735)	$	(25,818)	$	(49,530)
Net unrealized gain on debt securities available for sale	—		4		—		28
Foreign currency translation adjustment	169		(26)		163		(281)
Comprehensive loss	$	(11,419)	$	(32,757)	$	(25,655)	$	(49,783)

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

Unaudited

(in thousands)


	Six Months Ended
	June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(25,818)	$	(49,530)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,735		1,617
Provision for bad debts	78		—
Equity-based compensation	2,263		2,208
Amortization of debt discount and issuance costs	3,314		692
Amortization of debt discount related-party	—		1,033
Loss on disposal of property and equipment	87		68
Unrealized gain on equity investments	(66)		(90)
Units offering issuance cost	680		—
Loss on extinguishment of debt	—		6,550
Loss on extinguishment of debt with related party	—		6,755
Gain on extinguishment of accounts payable	(743)		—
Loss on fair value adjustments	2,219		5,030
Paid-in-Kind (PIK) Interest	1,689		—
(Increase) decrease in assets:
Accounts receivable	265		74
Inventory	(139)		(30)
Prepaid expense and other	85		(77)
Increase (decrease) in liabilities:
Accounts payable	(644)		(451)
Accrued liabilities and other	(278)		348
Accrued interest	(20)		900
Accrued interest due to related party	—		784
Deferred revenue and income	(742)		(69)
Net cash used in operating activities	(16,035)		(24,188)

Cash flows from investing activities:
Purchases of equipment	(515)		(167)
Maturities of marketable securities	—		9,291
Net cash (used in) provided by investing activities	(515)		9,124

Cash flows from financing activities:
Proceeds from issuance of Units to related party	4,750		—
Proceeds from issuance of Units	10,232		—
Units offering issuance cost	(884)		—
Proceeds from issuance of common stock to related party	—		4,000
Payments on finance leases	(537)		(540)
Proceeds from issuance of convertible notes	—		10,000
Transaction costs related to debt and equity issuances	—		(3,731)

Payment of debt	(726)		—
Net cash provided by financing activities	12,835		9,729

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS (CONTINUED)

Unaudited

(in thousands)


	Six Months Ended
	June 30,
	2024		2023
Effect of exchange rate on cash	165		(288)

Decrease in cash and cash equivalents	(3,550)		(5,623)
Cash and cash equivalents, beginning of period	12,138		34,905
Cash and cash equivalents, end of period	$	8,588	$	29,282

Non-cash investing activities:
Net transfer of instruments from inventory to property and equipment	$	183	$	88

Non-cash financing activities:
Extinguishment of 5.00% Notes through issuance of common stock	$	43	$	—
Capital contribution from the exchange of secured note and accrued interest through the issuance of common stock with related party	$	—	$	25,363
Exchange of 2.50% Notes and accrued interest for 5.00% Convertible Senior Notes (the “5.00% Notes”)	$	—	$	56,893
Debt premium on issuance of 5.00% Notes	$	—	$	6,023
Bifurcated derivative liability	$	—	$	38,160

Supplemental cash flow information:
Interest paid	$	33	$	—

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS' DEFICIT

Unaudited

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Preferred stock shares outstanding
Beginning	—		3,955		—		3,955
Conversion of preferred stock into common stock with related party	—		(3,955)		—		(3,955)
Ending	—		—		—		—

Preferred stock
Beginning	$	—	$	4	$	—	$	4
Conversion of preferred stock into common stock with related party	—		(4)		—		(4)
Ending	$	—	$	—	$	—	$	—

Common stock shares outstanding
Beginning	21,812		9,964		14,570		9,749
Issuance of common stock	—		—		5,765		—
Issuance of common stock to related party	1,561		488		2,750		488
Restricted stock awards released	308		78		585		293
Issuance of shares to retire convertible notes and derivative	—		—		11		—
Conversion of preferred stock into common stock with related party	—		396		—		396
Issuance of shares to retire secured promissory note with related party	—		3,432		—		3,432
Ending	23,681		14,358		23,681		14,358

Common stock
Beginning	$	22	$	10	$	14	$	10
Issuance of common stock	—		—		6		—
Issuance of common stock to related party	2		1		3		1
Restricted stock awards released	—		—		1		—
Issuance of shares to retire secured promissory note with related party	—		3		—		3
Ending	$	24	$	14	$	24	$	14

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)

Unaudited

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Contributed capital
Beginning	$	702,971	$	630,992	$	694,634	$	630,428
Proceeds from issuance of common stock, net issuance costs	—		3,996		4,370		3,996
Capital contribution from modification of securities purchase agreement with related party	—		1,805		—		1,805
Proceeds from issuance of common stock to related party, net issuance costs	1,373		—		2,964		—
Pre-funded warrants, net issuance costs	—		—		1,077		—
Issuance of shares to retire secured promissory note with related party	—		25,363		—		25,363
Issuance of shares to retire convertible notes	—		—		43		—
Equity-based compensation	936		1,615		2,192		2,177
Reclassification of common stock par value due to reverse stock split	—		41		—		43
Ending	$	705,280	$	663,812	$	705,280	$	663,812

Accumulated deficit
Beginning	$	(683,087)	$	(624,034)	$	(668,857)	$	(607,239)
Net loss	(11,588)		(32,735)		(25,818)		(49,530)
Ending	$	(694,675)	$	(656,769)	$	(694,675)	$	(656,769)

Treasury stock
Beginning	$	(45,067)	$	(45,067)	$	(45,067)	$	(45,067)
Ending	$	(45,067)	$	(45,067)	$	(45,067)	$	(45,067)

Accumulated other comprehensive loss
Beginning	$	(618)	$	(631)	$	(612)	$	(400)
Net unrealized gain on debt securities available-for-sale	—		3		—		27
Foreign currency translation adjustment	169		(25)		163		(280)
Ending	$	(449)	$	(653)	$	(449)	$	(653)

Total stockholders' deficit	$	(34,887)	$	(38,663)	$	(34,887)	$	(38,663)

See accompanying notes to condensed consolidated financial statements.

ACCELERATE DIAGNOSTICS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES

Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or the “Company”) is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 29, 2024.

The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures such as notes required by U.S. GAAP.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2024, or any future period.

All amounts are rounded to the nearest thousand dollars unless otherwise indicated.

On July 11, 2023, the Company effected a one-for-ten reverse stock split (the “Reverse Stock Split”). Consequently, on the Company’s condensed consolidated balance sheets, the aggregate par value of the issued common stock was reduced by reclassifying the par value amount of the eliminated shares of common stock to additional paid-in capital. All per share amounts and outstanding shares, including all common stock equivalents, have been retroactively restated in the condensed consolidated financial statements and in the notes to the condensed consolidated financial statements for all periods presented to reflect the Reverse Stock Split.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances.

Liquidity and Going Concern

Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $694.7 million as of June 30, 2024. During the six months ended June 30, 2024, the Company had a net loss of $25.8 million and negative cash flows from operations of $16.0 million. The Company had working capital of $3.8 million as of June 30, 2024.

on March 15, 2023. In April 2023, the Company entered into a restructuring support agreement (the “Restructuring Support Agreement”) with certain holders of the 2.50% Notes, the holder of a secured promissory note with the Jack W. Schuler Living Trust (the “Schuler Trust”) (the “Secured Note”) and the holders of the Company’s Series A Preferred Stock to negotiate in good faith to effect the restructuring of the Company’s capital structure (the “Restructuring Transactions”). In June 2023, the Company completed the Restructuring Transactions contemplated by the Restructuring Support Agreement. Further details of the Forbearance Agreement and Restructuring Transactions are included in Note 9, Convertible Notes.

In January 2024, the Company completed an underwritten public offering (the “January 2024 Public Units Offering”) of Units and Pre-Funded Units (each, as defined in Note 17, Stockholders’ Deficit). Concurrently with the completion of the January 2024 Public Units Offering, the Company sold Units to the Schuler Trust and to the Company’s Chief Executive Officer and Chief Financial Officer in a private placement offering. Aggregate net proceeds after transaction expenses were $11.0 million. In connection with the January 2024 Public Units Offering, the Schuler Trust agreed to and subsequently purchased additional Units in May 2024 for net proceeds of $2.7 million. Further information and a description of the Units and the Pre-Funded Units are included in Note 17, Stockholders' Deficit.

As of June 30, 2024, the Company had $9.7 million in cash and cash equivalents and investments, a decrease of $3.5 million from $13.2 million at December 31, 2023. The primary reason for the decrease was due to cash used in operations, partially offset by proceeds from the sale and issuance of Units and Pre-Funded Units during the six months ended June 30, 2024. The future success of the Company is dependent on its ability to successfully commercialize its products, obtain regulatory clearance for and successfully launch its future product candidates, obtain additional capital and ultimately attain profitable operations.

The Company’s primary use of capital has been for the development and commercialization of the Accelerate Pheno® system, development of complementary products and, most recently, development of its next generation technology, the Accelerate WAVE™ system. The Company is subject to a number of risks similar to other early commercial stage life science companies, including, but not limited to commercially launching the Company’s products, development and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology and raising additional capital.

Historically, the Company has funded its operations primarily through multiple equity raises and the issuance of debt. While the Company has funding to allow it to progress its development and operational goals discussed in this report, it is not expected to be sufficient to fund the Company’s operations through twelve months from the issuance of these financial statements. See Note 9, Convertible Notes, Note 10, Related-Party Transactions and Note 17, Stockholders' Deficit for additional detail.

Management currently believes that it will be necessary for the Company to secure additional funds to continue its existing business operations and to fund its obligations. While the Company continues to explore additional funding in the form of potential equity and/or debt financing arrangements or similar transactions, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing additional debt, it is likely any new debt would have rights, preferences and privileges senior to common stockholders. The terms of borrowing could impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, increases in federal fund rates set by the Federal Reserve, such as the significant increases experienced throughout 2022 and 2023, which serve as benchmark rates on borrowing, and other general economic conditions have impacted, and in the future may impact, the cost of debt financing or refinancing existing debt.

Although the Company is actively considering all available strategic alternatives to maximize value, if the Company is unable to obtain adequate capital resources to fund operations, the Company would not be able to continue to operate its business pursuant to its current plans. This may require the Company to, among other things, materially modify its operations to reduce spending; sell assets or operations; delay the implementation of, or revise certain aspects of, its business strategy; or discontinue its operations entirely.

The Company is required to evaluate its financial condition as of the filing date of this report pursuant to the requirements of Accounting Standards Codification (“ASC”) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Based on its evaluation pursuant to ASC 205-40, the Company has determined that, as of the filing date of this report, there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs for at least twelve months from the date of the filing date of this report.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to the collectability of receivables and related credit loss allowances, inventory valuation and related reserves, impairment of property and equipment, accrued liabilities, warranty liabilities, convertible notes, derivative instruments, fair value instruments, tax valuation accounts and uncertain tax positions, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates.

Estimated Fair Value of Financial Instruments

The Company follows ASC 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories:

•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

•Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and other current liabilities approximate the related fair values due to the short-term maturities of these instruments.

See Note 4, Fair Value of Financial Instruments, for further information and related disclosures regarding the Company’s fair value measurements.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less at time of purchase are

considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. government, the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

Investments

The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the condensed consolidated balance sheets at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of condensed consolidated statements of operations and comprehensive loss. The Company considers all debt securities to be available-for-sale, including those with maturity dates beyond 12 months, as they are available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations.

We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date.

If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive loss. The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security.

Accounts Receivable

Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful.

We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. We assess collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, we consider historical collectability and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

The allowance for credit losses over trade receivables and net investment in sales-type leases for the three and six months ended June 30, 2024 and 2023 is comprised of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	559	$	314	$	590	$	324
Provisions, net	59		—		78		—
Write-offs	(33)		—		(83)		(10)
Ending balance	$	585	$	314	$	585	$	314

Inventory

Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first-out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, has a cost basis in excess of its estimated realizable value, or is considered in excess of demand. These types of inventory events could result in a charge to expense as appropriate.

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up.

The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable.

See Note 6, Inventory, for further information and related disclosures.

Property and Equipment

Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. When property and equipment are retired, sold or otherwise disposed of, the cost and accumulated depreciation are removed and any resulting gain or loss is included in the results of operations in the same line item as the underlying depreciation of the disposed asset. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one to ten years. Leasehold improvements are depreciated over the remaining life of the lease or the life of the asset, whichever is less.

Instruments Classified as Property and Equipment

Property and equipment includes Accelerate Pheno® and Accelerate Arc™ systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense and losses from retirement of instruments used for sales demonstrations are recorded as a component of sales, general and administrative expenses. Depreciation expense and losses from retirement of instruments placed at customer sites pursuant to reagent rental agreements are recorded as a component of cost of sales. Depreciation expense and losses from retirement of instruments used in our laboratory and research are recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years.

The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments.

Annually, the Company identifies potential impairment indicators related to instruments installed at customer sites under rental agreements that have not yet generated revenue and the length of time from when these instruments are installed to when revenue is initially generated. The Company’s evaluation for impairment includes consideration of the cash flows of current revenue generating instruments, the length of time to recover the carrying value, the historical rate of returned instruments from customers and the Company’s ability to resell or repurpose used instruments. No material impairment charges were recorded for the three and six months ended June 30, 2024 and 2023.

See Note 7, Property and Equipment, for further information and related disclosures.

Long-lived Assets

Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair values are insufficient to recover the carrying amount of the long-lived asset.

Warranty Reserve

Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty-day limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the condensed consolidated statements of operations and comprehensive loss.

Product warranty reserve activity for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	168	$	221	$	194	$	225
Provisions (reversals), net	52		153		84		187
Warranty cost incurred	(39)		(192)		(97)		(230)
Ending balance	$	181	$	182	$	181	$	182

Convertible Notes

The Company follows Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) in accounting for its outstanding convertible notes. The convertible notes are accounted for as a liability measured at their amortized cost. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of such notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase, conversion or settlement.

Accounting for Derivatives

Upon issuance of the Company’s 5.00% Convertible Senior Notes due senior secured convertible notes due 2026 (the “5.00% Notes”), each holder has the right, at their option, to convert any portion to common stock (“Conversion Option”). The conversion price initially was not fixed and therefore, the Conversion Option represented a derivative financial instrument and was recorded at its estimated fair value as a derivative liability in the condensed consolidated balance sheets through October 17, 2023, the date at which the conversion price was fixed. Changes in the fair value of the derivative financial instrument were recognized in gain on fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The derivative

liability was derecognized and reclassified to equity as of October 17, 2023 once the conversion price was fixed and after completion of the final mark-to-market fair value adjustment as of that date.

See Note 9, Convertible Notes for further information regarding the Conversion Option.

Warrants

The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants considering the authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants meet the definition of a liability pursuant to ASC 480 and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and satisfy additional conditions for equity classification. Warrants that are liability-classified, meet the definition of a derivative instrument, and do not qualify for any scope exceptions for derivative instrument accounting are measured at fair value at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. Warrants that are equity-classified are recorded as contributed capital on the condensed consolidated statements of stockholders’ deficit without further remeasurement.

See Note 17, Stockholders' Deficit for further information and related disclosures.

Revenue Recognition

The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenue.

The Company determines revenue recognition through the following steps:

•Identification of the contract with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations

•Recognition of revenue as we satisfy a performance obligation

Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation or transfer of control in sales to third party distributors consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant.

Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms.

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation.

Sales commissions earned by the Company’s sales force and external sales agents are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the three and six months ended June 30, 2024.

Shipping and Handling

Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the condensed consolidated statements of operations and comprehensive loss.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants.

To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist.

Leases as Lessee

Operating and finance leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option.

Short-term leases have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease payments for short-term leases are recognized within the condensed consolidated statements of operations and comprehensive loss in the period in which the obligation is incurred.

Our operating lease consists of leased office, factory, and laboratory space in the U.S. with a term of six years, which contains penalizing, early-termination provisions. Our finance leases consist of leased equipment with two or three-year terms. Short-term leases consist of rental cars and copier leases.

Leases as Lessor

The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. In some of these contracts, the customer has an option to purchase the underlying asset at a specified price.

Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers.

Net investment in sales-type leases is included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset. These amounts are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, purchase options (if any and if such option is reasonably certain to be exercised), and expected fair value of the instrument.

See Note 15, Leases for further information.

Nonqualified Cash Deferral Plan

The Company’s Cash Deferral Plan (the “Deferral Plan”) provides certain key employees with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments’ fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan represents the scheduled amount the Company expects to pay and is included in accrued liabilities and other non-current liabilities in the condensed consolidated balance sheets.

Equity-Based Compensation

The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Annual bonus equity-based awards are typically granted based upon meeting goals and objectives for a given year as determined in the following year after the Company’s financials are prepared, final results are reasonably certain, and the compensation committee has authorized the awards. Given the compensation committee has unilateral authority to modify the amount of the awards, the criteria for payout, vesting terms, etc., the Company has elected a narrow approach to determining the grant date and, as such, the grant date is based on compensation committee approval. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets.

The Company estimates the fair value of service-based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield.

•Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award.

•Expected term: The estimated expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award.

•Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term.

•Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future.

The Company accounts for forfeitures as they occur rather than on an estimated basis.

The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date.

See Note 12, Employee Equity-Based Compensation for further information.

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying condensed consolidated balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment.

The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense.

Our ability to use our tax loss carryforwards to offset future taxable income for US federal and state income tax purposes may be limited pursuant to Internal Revenue Code Section 382 and similar provisions of US state tax law. The Company previously conducted a limited analysis of the impact of Section 382 which indicted that we have not been subject to an ownership change as defined by Section 382 for the tax years 2017 through 2022.

Foreign Currency Translation and Foreign Currency Transactions

Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the condensed consolidated statements of stockholders’ deficit.

The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the condensed consolidated statements of operations and comprehensive loss.

Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding (including shares underlying pre-funded warrants with only nominal cost to exercise) for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs, and warrants (other than Pre-Funded Warrants, which are already included in the weighted average number of common shares outstanding), as well as shares that would be outstanding if the 5.00% Notes were converted. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive.

See Note 11, Loss Per Share, for further information.

Comprehensive Loss

In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds debt securities as available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars which is included as a component of comprehensive loss.

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide

additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements.

NOTE 3. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable, including receivables from major customers.

As of June 30, 2024, two of the Company's financial institutions held 22% and 65% of the Company’s cash and cash equivalents. As of December 31, 2023, two of the Company’s financial institutions held 25% and 61% of the Company’s cash and cash equivalents.

The Company grants credit to domestic and international customers in various industries. Exposure to losses on accounts receivable is principally dependent on each customer’s financial position. The Company had one customer that accounted for 15% and 13% of the Company’s net accounts receivable balance as of June 30, 2024 and December 31, 2023, respectively.

The Company had one customer that represented 12% of the Company’s net sales for the three and six months ended June 30, 2024 and 10% of the Company’s net sales for the three and six months ended June 30, 2023.

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis

The following tables and discussion below represent the financial instruments measured at fair value on a recurring basis in the condensed consolidated financial statements of the Company and the valuation approach applied to each class of financial instruments at June 30, 2024 and December 31, 2023:


	June 30, 2024
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	5,632	$	—	$	—	$	5,632
Total cash and cash equivalents	5,632		—		—		5,632
Equity investments:
Mutual funds	1,158		—		—		1,158
Total equity investments	1,158		—		—		1,158
Total assets measured at fair value	$	6,790	$	—	$	—	$	6,790
Liabilities:
Common Warrants	$	—	$	—	$	4,807	$	4,807


	December 31, 2023
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	7,406	$	—	$	—	$	7,406
Total cash and cash equivalents	7,406		—		—		7,406
Equity investments:
Mutual funds	1,081		—		—		1,081
Total equity investments	1,081		—		—		1,081






Purchase obligation put option asset	—		—		3,419		3,419
Total assets measured at fair value	$	8,487	$	—	$	3,419	$	11,906

Level 1 assets are priced using quoted prices in active markets for identical assets which include money market funds, U.S. Treasury securities and mutual funds as these specific assets are liquid;

Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

For certain other financial assets and liabilities, including trade accounts receivable, accounts payable and

other current liabilities, the carrying amounts approximate their fair values due to the relatively short maturity of these balances.

Liabilities for Which Fair Value Is Only Disclosed

As of June 30, 2024 and December 31, 2023, the 5.00% Notes had an outstanding principal amount of $69.2 million and $67.6 million, respectively, and a fair value of $46.3 million and $50.8 million, respectively, using Level 3 measurement assumptions. See Note 9, Convertible Notes for further detail on the 5.00% Notes.

The 2.50% Notes matured on March 15, 2023 and became due and payable on such date. The remaining balance due under the 2.50% Notes was fully settled in April 2024. The amortized carrying amount of the 2.50% Notes was $0.7 million as of December 31, 2023, which approximates the related fair value due to the instrument being fully matured and payable. See Note 9, Convertible Notes for further detail on the 2.50% Notes.

NOTE 5. INVESTMENTS

Equity securities are comprised of investments in mutual funds. The fair value of equity securities at June 30, 2024 and December 31, 2023 was $1.2 million and $1.1 million, respectively

Unrealized gains or losses on equity securities recorded in other income (expense), net during the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Unrealized gain on equity investments	$	13	$	40	$	66	$	90

These unrealized gains or losses are recorded as a component of other income (expense), net. There were no realized gains or losses from equity securities for each of the three and six months ended June 30, 2024 and 2023.

Additional information regarding the fair value of our financial instruments is included in Note 4, Fair Value of Financial Instruments.

NOTE 6. INVENTORY

Inventories consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Raw materials	$	1,408	$	1,268
Work in process	512		648
Finished goods	1,303		1,394
Total inventory	$	3,223	$	3,310

NOTE 7. PROPERTY AND EQUIPMENT

Property and equipment, net is recorded at cost and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Computer equipment	$	3,567	$	3,464
Technical equipment	4,232		3,135
Facilities	3,688		3,688
Instruments	3,024		3,004
Capital projects in progress	225		109
Total property and equipment	14,736		13,400
Accumulated depreciation	(11,636)		(11,011)
Property and equipment, net	$	3,100	$	2,389

Depreciation expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	351	$	354	$	682	$	709

Instruments at cost and related accumulated depreciation where the Company is the lessor under operating leases consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Instruments at cost under operating leases	$	2,144	$	2,010
Accumulated depreciation under operating leases	(1,359)		(1,194)
Property and equipment under operating leases, net	$	785	$	816

NOTE 8. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred revenue consists of amounts received for products or services not yet delivered or earned. Deferred income consists of amounts received for commitments not yet fulfilled. When products or services are delivered to customers and as service commitments are fulfilled, these contract liabilities are recognized as earned. Deferred revenue or income that the Company does not expect will be earned within the following twelve months is reported in the condensed consolidated balance sheets as deferred income, non-current.

Contract liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Products and services not yet delivered	$	383	$	540
BD deferred exclusivity fee	408		1,005
Deferred revenue and income, current	$	791	$	1,545

Australia R&D tax incentive	$	1,134	$	1,122
Total deferred income, non-current	$	1,134	$	1,122

The Company recognized $0.2 million of revenue that was included in the beginning contract liabilities balances for each of the three months ended June 30, 2024 and 2023 and $0.4 million for each of the six months ended June 30, 2024 and 2023. No material amount of revenue recognized during the period was from performance obligations satisfied in prior periods.

Transaction Price Allocated to Remaining Performance Obligations

As of June 30, 2024, $3.9 million of revenue is expected to be recognized from remaining performance obligations. This balance primarily relates to product shipments for reagents sold to customers under sales-type lease agreements. These agreements have between one and six year terms and revenue is recognized as reagents are shipped, typically on a straight-line basis. The remaining balance relates to executed service contracts that begin as warranty periods expire. These service contracts typically provide a one to five year term and revenue is recognized on a straight-line basis.

The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Commercial Agent Relationship with Becton, Dickinson and Company (“BD”)

The Company has entered into an exclusive commercial agreement with BD to act as the Company’s agent and representative. The purpose of this agreement is to establish an on-going commercialization of the Company’s products. The Company is classified as the principal and BD as the agent. In accordance with the terms of this agreement, BD will pay the Company an exclusivity fee in multiple installments for exclusive rights, while the Company will pay BD an agent fee based on the Company’s revenue.

The Company accounts for agent fees consistent with how it accounts for sales commissions as described above in Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies. As such, agent fees paid to BD correspond with periodic sales and are expensed to sales, general and administrative expense.

The Company accounts for the exclusivity fee from BD as a deferred income when the cash is received. The Company uses forecasted revenue to estimate the amount of deferred income to amortize within the period as an offset to sales, general and administrative expense.

The following table presents the activity related to the BD commercial agreement for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Exclusivity fees received	$	—	$	750	$	—	$	750
Amortized exclusivity fees	(332)		(642)		(597)		(642)
Agent fees incurred	222		280		434		515
Net expense	$	(110)	$	(362)	$	(163)	$	(127)

Australia R&D Tax Incentive

As discussed further in Note 13, Income Taxes, in July 2023, the Company received a research and development tax incentive from Australia (“Australia R&D Tax Incentive”) totaling $1.1 million from the Australian government which is fully reserved as the sustainability of the amount upon potential examination by the Australian tax authority is uncertain. This amount, including any foreign exchange revaluations, is recorded as deferred income, non-current in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.

NOTE 9. CONVERTIBLE NOTES

The Company’s outstanding convertible notes consisted of the 5.00% Notes as of June 30, 2024, and the 2.50% Notes and the 5.00% Notes as of December 31, 2023.

As of June 30, 2024 and December 31, 2023, the convertible note obligations were classified as follows in the condensed consolidated balance sheets (in thousands):


	June 30, 2024		December 31, 2023
2.50% Notes	$	—	$	726
5.00% Notes	41,062		36,102
Total convertible notes	$	41,062	$	36,828
Current portion of convertible notes	$	—	$	726
Convertible notes, non-current	$	41,062	$	36,102

Interest expense related to the Company’s convertible note obligations consisted of the following for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Contractual coupon interest	$	848	$	656	$	1,693	$	892
Amortization of premium, discount and issuance costs, net	1,718		510		3,314		692
Total interest expense on convertible notes	$	2,566	$	1,166	$	5,007	$	1,584

2.50% Notes

The carrying value of the 2.50% Notes was included in current portion of convertible notes and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal	$	—	$	726
Unamortized debt issuance	—		—
Net carrying amount	$	—	$	726

In March 2018, the Company issued $150.0 million aggregate principal amount of 2.50% Notes. In connection with the offering of the 2.50% Notes, the Company granted the initial purchasers of the notes a 13-day option to purchase up to an additional $22.5 million aggregate principal amount of the 2.50% Notes on the same terms and conditions. In April 2018, the option was partially exercised, which resulted in $21.5 million of additional proceeds, for total proceeds of $171.5 million. The Company incurred issuance costs related to the issuance of the 2.50% Notes which were amortized over the five-year contractual term of the 2.50% Notes using the effective interest method until the maturity date of the 2.50% Notes. The 2.50% Notes matured on March 15, 2023 and became due and payable.

In September 2021 and March 2022, the Company entered into separate exchange agreements with certain holders of 2.50% Notes, pursuant to which $65.0 million aggregate principal amount of 2.50% Notes were exchanged for an aggregate of approximately 1.7 million shares of the Company’s common stock.

In August 2022, the Company entered into an exchange agreement (the “August 2022 Exchange Agreement”) with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of 2.50% Notes held by it for (a) the Secured Note with an aggregate principal amount of $34.9 million and (b) a warrant to acquire the Company’s common stock (the “2022 Warrant”) at an exercise price of $21.20 per share (the “Exercise Price”). See Note 10, Related-Party Transactions for additional information.

In March 2023, the Company entered into the Forbearance Agreement with the Ad Hoc Noteholder Group holding approximately 85% of the Company’s outstanding 2.50% Notes, the Trustee and any other owner of the 2.50% Notes who executed and delivered to the Company a joinder to the Forbearance Agreement (collectively with the Trustee and Ad Hoc Noteholder Group, the “Counterparties”). Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group agreed, and directed the Trustee, to forbear from exercising their rights and remedies under the 2.50% Notes Indenture in connection with certain events of default under the 2.50% Notes Indenture, such as (i) failure to timely pay in full the principal of any 2.50% Note when due and payable on March 15, 2023, (ii) failure to pay any interest on any 2.50% Note when due and payable, (iii) failure to convert any 2.50% Notes, (iv) default under any agreement with outstanding indebtedness for money borrowed in excess of $15.0 million and (v) any other breach, default or event of default under the 2.50% Notes Indenture arising from the failure of the Company to timely pay in full the principal of any 2.50% Note when due and payable on the maturity date for the 2.50% Notes. The Forbearance Agreement was initially effective for the period commencing on March 13, 2023 and ending on April 21, 2023, the date of the Restructuring Support Agreement.

The holders of the 2.50% Notes that joined the Forbearance Agreement received a fee (the “Forbearance Premium”) equal to $5.00 per $1,000 principal amount of the 2.50% Notes held by such party, by executing and delivering a joinder to the Forbearance Agreement to the Company. During the year ended December 31, 2023, the Ad Hoc Noteholder Group received $0.2 million in Forbearance Premiums, which were capitalized and amortized as interest expense during the period commencing on March 13, 2023 through March 31, 2023.

Restructuring Support Agreement and June 2023 Restructuring Transactions

In April 2023, the Company entered into the Restructuring Support Agreement with certain holders of the 2.50% Notes, the holder of the Secured Note and the holders of the Company’s Series A Preferred Stock to negotiate in good faith to effect the restructuring of the Company’s capital structure. In June 2023, the Company completed the Restructuring Transactions, contemplated by the Restructuring Support Agreement whereby the Company:

•Exchanged approximately $55.9 million, aggregate principal amount of the 2.50% Notes for approximately $56.9 million aggregate principal amount of newly issued 5.00% Notes, which was inclusive of additional 5.00% Notes in respect of interest accrued on the 2.50% Notes from September 15, 2022, of $1.0 million;

•Issued and sold an additional $10.0 million aggregate principal amount of 5.00% Notes;

•Amended and repurchased the Secured Note, plus accrued interest, by issuing approximately 3.4 million shares of the Company’s common stock;

•Issued approximately 0.4 million shares of the Company’s common stock upon conversion of all of the Company’s outstanding Series A Preferred Stock;

•Amended the securities purchase agreement that the Company entered into with the Schuler Trust in March 2022 (the “March 2022 Securities Purchase Agreement”) and issued and sold approximately 0.5 million shares of the Company’s common stock for proceeds of $4.0 million; and

•Entered into the Schuler Purchase Obligation pursuant to which the Schuler Trust was required, prior to

December 15, 2023 (which was subsequently amended and extended to February 15, 2024), to either purchase an aggregate $10.0 million of the Company’s common stock from the Company or to backstop an underwritten public offering by the Company of its common stock for aggregate proceeds of $10.0 million, at the Company’s option.

Further details regarding the Secured Note, March 2022 Securities Purchase Agreement, Series A Preferred Stock, and Schuler Purchase Obligation are included in Note 10, Related-Party Transactions.

The exchange of the 2.50% Notes for the 5.00% Notes, as described above, and associated accrued interest was accounted for as an extinguishment of debt under ASC 470-50-40. Under extinguishment accounting, the 2.50% Notes were derecognized and the new instruments, which included the 5.00% Notes and a bifurcated Conversion Option were recorded at their respective fair values. The extinguishment of the 2.50% Notes resulted in a loss of $6.6 million for the year ended December 31, 2023. See further discussion of the 5.00% Notes below.

On April 2, 2024, the Company settled the outstanding balance of its 2.50% Notes. The payment of approximately $0.8 million satisfied all outstanding principal and accrued interest remaining on the 2.50% Notes.

5.00% Notes

The carrying value of the 5.00% Notes consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal at par	$	69,243	$	67,634
Unamortized debt premium	4,834		5,408
Unamortized debt discount	(30,625)		(34,267)
Unamortized debt issuance costs	(2,390)		(2,673)
Net carrying amount	$	41,062	$	36,102

Upon issuance of the 5.00% Notes in June 2023, the Company recorded approximately $56.9 million aggregate principal in its condensed consolidated balance sheets. In addition, the Company issued an additional $10.0 million aggregate principal amount of 5.00% Notes, for cash proceeds with certain existing note holders as part of the Restructuring Transactions. On the December 15, 2026 maturity date, outstanding principal will be due for all remaining outstanding 5.00% Notes.

The 5.00% Notes bear interest at a rate of 5.00% per annum. The Company pays interest on the 5.00% Notes by payment-in-kind (“PIK”), through the issuance of additional 5.00% Notes (“PIK Notes”). The amount is paid to holders by increasing the principal amount of each outstanding 5.00% Note by an amount equal to the interest payable for the applicable interest period. The Company calculates PIK interest semi-annually on June 15 and December 15, on a compound basis based on the stated rate of 5.00%.

The 5.00% Notes are secured by substantially all of the assets of the Company and its subsidiaries.

Redeeming the 5.00% Notes before June 15, 2025 could trigger a “Make-Whole Fundamental Change” as defined in the indenture governing the 5.00% Notes (the “5.00% Notes Indenture”). On or after June 15, 2025, the Company may, at its option, redeem for cash all or a portion of the 5.00% Notes.

Upon issuance of the 5.00% Notes, each holder has a Conversion Option, which represented the right at their option, to convert any portion of their notes at an initial conversion rate of 138.88889 shares of common stock per $1,000 of principal amount (the “Initial Conversion Rate”). Effective October 18, 2023, the Initial Conversion Rate was to be adjusted to a conversion rate calculated based on a conversion price of $7.20 per share of common stock plus 50% of the difference between the Post-Closing VWAP (as defined in the 5.00% Notes Indenture) and $7.20 (if such difference is a positive number), provided that in no event will the adjusted conversion rate be lower than 120.48193 per $1,000 principal amount of the 5.00% Notes, based on a conversion price of $8.30 per share of common stock. The Company evaluated the conversion rate per the terms outlined above and determined the Initial Conversion Rate of 138.88889 shares of common stock per $1,000 principal amount will continue to be the conversion rate through the remaining term of the 5.00% Notes (the “Fixed Conversion Rate”). The Company cannot require the holders of the 5.00% Notes to convert at any time but when a holder exercises their Conversion

Option, the Company can settle in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.

As of June 30, 2024, the number of shares of common stock issuable upon conversion of the 5.00% Notes was 9.6 million shares, based on the Fixed Conversion Rate.

Management determined the Conversion Option met the derivative bifurcation criteria under ASC 815 at inception through October 17, 2023, the date at which the conversion rate became fixed. During that period the derivative instrument was bifurcated and adjusted to fair value through earnings, using Level 3 inputs, at each reporting date with a final mark-to-market adjustment once the Conversion Option became fixed at the end of the day on October 17, 2023 and no longer met the bifurcation criteria. The fair value of the Conversion Option and a derivative liability of $38.2 million as of the transaction date was recorded as a debt issuance discount at inception. The Company also incurred issuance costs of $3.0 million. The debt premium, debt discount and debt issuance costs are being amortized using the effective interest method over the 3.5 year contractual term of the 5.00% Notes. The effective interest rate on the 5.00% Notes is 27.30%.

Holders of the 5.00% Notes who convert their notes in connection with a Make-Whole Fundamental Change are, under certain circumstances, entitled to an increase in the conversion rate. If a fundamental change occurs at any time prior to the maturity date of the 5.00% Notes, each holder will have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s 5.00% Notes, at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

In August 2023, certain holders of the 5.00% Notes opted to convert approximately $0.7 million aggregate principal of 5.00% Notes for approximately 94,000 shares of the Company’s common stock at the Initial Conversion Rate (the “Initial Conversion Rate Conversions”).

Subsequent Conversion Option transactions were at the Fixed Conversion Rate (the “Fixed Conversion Rate Conversions”) and include $0.3 million aggregate principal amount of 5.00% Notes converted for approximately 39,000 shares of the Company’s common stock for the year ended December 31, 2023 and $0.1 million aggregate principal amount of 5.00% Notes converted for approximately 11,000 shares of the Company’s common stock for the six months ended June 30, 2024.

Under ASC 470-50-40, the Initial Conversion Rate Conversions qualified as an extinguishment. These conversions of 5.00% Notes were included within the bifurcated Conversion Option classified as a derivative liability. Upon the Initial Conversion Rate Conversions, the 5.00% Notes and the derivative liability were derecognized at their carrying amounts and the common stock was measured at its then-current fair value, with the difference recorded as a gain on the extinguishment of the applicable liability. For the six months ended June 30, 2023, the Company reported no gain (loss) on extinguishment of exchanged convertible notes. The value of the shares of common stock issued in connection Fixed Conversion Rate Conversions was recorded to contributed capital.

The net carrying value of the 5.00% Notes derecognized as part of the Initial Conversion Rate Conversions, the 2023 Fixed Conversion Rate Conversions and 2024 Fixed Conversion Rate Conversions was $0.3 million, $0.1 million, and $0.1 million, respectively. The carrying amount of the derivative liability, which was carried at fair value, derecognized as part of the Initial Conversion Rate Conversions was $0.4 million. The Initial Conversion Rate Conversions resulted in a gain on extinguishment of debt of $0.1 million for the year ended December 31, 2023.

The 5.00% Notes represent an instrument measured at fair value on a non-recurring basis using Level 3 inputs. The estimated fair value of the 5.00% Notes on June 9, 2023, the initial measurement date, was $38.2 million, which included a $6.0 million debt premium.

As of June 30, 2024 and December 31, 2023, the 5.00% Notes are carried at amortized cost with an estimated fair value of $46.3 million and $50.8 million, respectively. The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Coupon rate	5.00	%	5.00	%
Term (years)	2.5		3.0
Volatility	55.00	%	55.00	%
Risk-free rate	4.67	%	4.02	%
Discount yield	27.00	%	25.00	%

The volatility used to estimate the fair value of the 5.00% Notes is an unobservable input. As volatility is an estimate, there is a range of values that could be considered appropriate. Changes to this input could impact the fair value reported.

As of both June 30, 2024 and December 31, 2023, $0.1 million of accrued interest related to the 5.00% Notes is included on the condensed consolidated balance sheets.

NOTE 10. RELATED-PARTY TRANSACTIONS

March 2022 Securities Purchase Agreement

In March 2022, the Company entered into the March 2022 Securities Purchase Agreement with the Schuler Trust for the issuance and sale by the Company of an aggregate of approximately 0.2 million shares of the Company’s common stock to the Schuler Trust in an offering (the “2022 Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Pursuant to the March 2022 Securities Purchase Agreement, the Schuler Trust agreed to purchase the shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $16.40 per share, for an aggregate purchase price of $4.0 million. In March 2022, the Company classified the March 2022 Securities Purchase Agreement as an equity forward agreement that met the definition of a freestanding derivative financial instrument initially classified in stockholders’ deficit. The value of this equity forward agreement was considered immaterial at inception.

The Company and the Schuler Trust agreed to extend the closing date of the March 2022 Securities Purchase Agreement several times under the original terms of the 2022 Private Placement. As discussed in Note 9, Convertible Notes, in June 2023, the Company and the Schuler Trust amended the March 2022 Securities Purchase Agreement, which changed the terms of settlement. The amendment changed the closing date to June 9, 2023, amended the price per share from $16.40 to $8.20, upon which the Company issued approximately 0.5 million shares of common stock to the Schuler Trust for the same proceeds of $4.0 million.

The Company determined the amendment was a modification of a freestanding equity classified financial instrument. The share price change from $16.40 to $8.20, with no changes to the total proceeds of $4.0 million, resulted in the Schuler Trust receiving approximately 0.2 million more shares than the Schuler Trust would have received prior to the modification. The closing price of the Company’s common stock on June 9, 2023, the date of the modification, was $7.40 and was used to estimate the fair value of the additional common stock issued. The fair value of the additional shares issued was $1.8 million, which was recorded to loss on extinguishment of debt with related party on the condensed consolidated statements of operations and comprehensive loss.

August 2022 Exchange Agreement

In August 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of 2.50% Notes held by it for the Secured Note and the 2022 Warrant. See Note 9, Convertible Notes for additional information regarding the 2.50% Notes.

The 2022 Warrant may be exercised through the earlier of (i) August 15, 2029 and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the 2022 Warrant. The 2022 Warrant is exercisable for up to 247,171 shares of the Company’s common stock and may be exercised in whole or in part at any time during the exercise period. Such number of shares and the Exercise Price are subject to certain customary proportional adjustments for fundamental events, including stock splits and recapitalizations, as set forth in the 2022 Warrant. The Company determined that the 2022 Warrant meets the criteria for classification in stockholders’ equity and was recorded in equity and initially measured at fair value on the issuance date. The fair value of the 2022 Warrant at issuance was $3.8 million and was estimated using the Black-Scholes option pricing model. The fair value of the 2022 Warrant was a non-recurring measurement that is categorized as Level 3 within the fair value hierarchy as it is based on Level 2 and Level 3 inputs. No portion of the 2022 Warrant has been exercised as of June 30, 2024.

The Secured Note had a scheduled maturity date of August 15, 2027 and was repayable upon written demand any time on or after such date. The Company could, at its option, repay the Secured Note in (i) cash or (ii) in the form of common stock of the Company, in a number of shares that is obtained by dividing the total amount of such payment by $21.20.

Secured Note Amendment and Exchange

As discussed in Note 9, Convertible Notes, as part of the Restructuring Transactions, the Company and the Schuler Trust amended the Secured Note (the “Secured Note Amendment”), which changed the settlement provisions of the Secured Note. Pursuant to the Secured Note Amendment, the share conversion price was changed from $21.20 to $10.60, and the Secured Note was contemporaneously settled through the Company’s issuance of approximately 3.4 million shares of its common stock.

The transaction qualified as an extinguishment of debt, and the reacquisition price of the extinguished debt was determined to be the fair value of the common stock issued in the transaction. The closing price of the Company’s common stock on June 9, 2023, the date of the extinguishment, was $7.40 and was used to estimate the fair value of the common stock, which was $25.4 million. The carrying amount of the Secured Note and associated accrued interest being extinguished was determined to be $19.3 million. This resulted in a net loss on extinguishment of $6.1 million, which was recorded to loss on extinguishment of debt with related party in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023.

Conversion of Series A Preferred Stock to Common Stock

In September 2021, the Company entered into a securities purchase agreement with the Tanya Eva Schuler Trust, the Therese Heidi Schuler Trust and Schuler Grandchildren LLC (collectively, the “”Schuler Purchasers”) for the issuance and sale by the Company of an aggregate of approximately 4.0 million shares of the Company’s Series A Preferred Stock, par value 0.001 per share (the “Series A Preferred Shares”) at a purchase price of $7.70 per share for an aggregate purchase price of approximately $30.5 million, which was recorded to contributed capital when it was received in 2022. Each share of Series A Preferred Shares was convertible, at the option of the holder, into one share of the Company’s common stock.

As discussed in Note 9, Convertible Notes, the Schuler Purchasers exercised their right to convert a total of approximately 4.0 million shares of Series A Preferred Shares to approximately 0.4 million shares of the Company’s common stock. All of the Company’s Series A Preferred Shares were converted into common stock as part of the Restructuring Transactions, and no Series A Preferred Shares remained outstanding as of December 31, 2023. During the year ended December 31, 2023, the amounts associated with the Series A Preferred Shares were reclassified to common stock and contributed capital as presented in the condensed consolidated statements of stockholders’ deficit.

Schuler Purchase Obligation

In June 2023, the Company entered into the Schuler Purchase Obligation with the Schuler Trust pursuant to which the Schuler Trust was required, at the Company’s option, to either purchase approximately 1.4 million shares of common stock from the Company valued at $7.20 per share for an aggregate purchase price of $10.0 million or to backstop a public offering by the Company of common stock for aggregate proceeds of $10.0 million. If the Company elected to conduct a public offering of common stock and other investors purchased less than $10.0 million of common stock by December 15, 2023, the Schuler Trust would have the obligation to purchase $10.0 million of shares of common stock, less the amount of common stock purchased by other investors, and would have the right to purchase additional shares of common stock such that the total amount of common stock purchased by the Schuler Trust equaled $10.0 million of shares of common stock. If the Company elected to conduct a public offering of common stock and other investors purchased $10.0 million of shares of common stock by December 15, 2023, the Schuler Trust would have the right, but not the obligation, to purchase up to $10.0 million of shares of common stock at the public offering price for the backstopped offering up to a maximum aggregate purchase by the Schuler Trust of $10.0 million of common stock.

In December 2023, the Company and the Schuler Trust entered into an amendment to the Schuler Purchase Obligation extending the deadline for the investment or public offering backstop through February 15, 2024 and the Schuler Trust agreed to purchase $2.0 million at the public offering price if the aggregate gross proceeds to the Company resulting from the public offering was more than $10.0 million.

Management determined the Schuler Purchase Obligation met the criteria of a freestanding financial instrument at inception. The Schuler Purchase Obligation was recorded as an asset at fair value to be marked to market at each reporting period. At inception, the value of the Schuler Purchase Obligation was $1.3 million, which was recorded as an offset to loss on extinguishment of debt related-party on the condensed consolidated statements of operations and comprehensive loss.

At December 31, 2023, it was determined that the fair value of the Schuler Purchase Obligation financial instrument was $3.4 million. Changes in the fair value of the Schuler Purchase Obligation are recognized in loss on fair value adjustments within the condensed consolidated statements of operations and comprehensive loss. The recognized gain on fair value adjustment on financial instruments related to the Schuler Purchase Obligation for the year ended December 31, 2023 was $2.1 million.

To determine the fair value of the Schuler Purchase Obligation, the Company used a Cox-Ross-Rubinstein binomial tree model to value the American put option. The table below summarizes the significant inputs used to estimate the fair value of the Schuler Purchase Obligation as of December 31, 2023:


	December 31, 2023
Stock price	$	3.92
Exercise price	$	7.20
Term (years)	0.13
Volatility	55.00		%
Risk-free rate	5.55		%
Fixed commitment purchase price (in thousands)	$	10,000
Number of Shares	1,387,949
Obligation probability	75.00		%

The volatility and obligation probability used to quantify the fair value of the Schuler Purchase Obligation are unobservable inputs, and because these are estimates, there are a range of values that could be considered appropriate, which could impact the fair value reported. In determining the obligation probability, the Company assessed the likelihood that the Schuler Purchase Obligation would be utilized to either sell common shares or backstop a public offering. Given the equity market environment as of December 31, 2023 and the significant number of unknowns that would lead to either a successful or unsuccessful conclusion of a public offering, the Company estimated the likelihood of such obligation probability at 75%. There were significant judgments, assumptions and estimates inherent in the determination of the fair value of the Schuler Purchase Obligation, which included determination of valuation method, selection of inputs, and assessment of possible outcomes.

In January 2024, the Company completed the January 2024 Public Units Offering for $10.2 million of gross proceeds. As a result, the Schuler Trust was not required to backstop the offering in accordance with the Schuler Purchase Obligation. Upon completion of the January 2024 Public Units Offering, the fair value of the Schuler Purchase Obligation financial instrument was eliminated resulting in a loss on fair value adjustment of $3.4 million during the six months ended June 30, 2024.

Concurrently with the completion of the January 2024 Public Units Offering, Units were sold to the Schuler Trust, the Company’s Chief Executive Officer and Chief Financial Officer in a private placement offering. Additional information regarding the offerings of Units is included in Note 17, Stockholders' Deficit.

NOTE 11. LOSS PER SHARE

Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding (including shares underlying Pre-Funded Warrants with only nominal cost to exercise) during the period. Basic and diluted net loss per share are the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive due to the Company’s losses.

The following potentially issuable common shares were not included in the computation of diluted earnings (loss) per share because they would have an anti-dilutive effect for each of the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024	2023	2024	2023
Shares issuable upon the release of RSUs	3,601	1,193	3,601	1,193
Shares issuable upon exercise of stock options	333	405	333	405
Shares issuable upon the exercise of the 2022 Warrant	247	247	247	247
Shares issuable upon the exercise of the Common Warrants	9,613	—	9,613	—
	13,794	1,845	13,794	1,845

Potentially dilutive common shares also include the following:

5.00% Notes

As discussed in Note 9, Convertible Notes, each holder of the 5.00% Notes has the right at their option, to convert any portion of the 5.00% Notes at the Fixed Conversion Rate of 138.88889 shares of common stock per $1,000 principal amount of the 5.00% Notes. Holders of the 5.00% Notes who convert their 5.00% Notes in connection with a Make-Whole Fundamental Change are, under certain circumstances, entitled to an increase in the conversion rate. The number of shares of common stock issuable upon conversion of the 5.00% Notes as of June 30, 2024 based on the Fixed Conversion Rate is 9.6 million, convertible at the holders’ option. There were 9.3 million shares of common stock issuable upon conversion of the 5.00% Notes as of June 30, 2023. These shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for the three and six months ended June 30, 2024.

NOTE 12. EMPLOYEE EQUITY-BASED COMPENSATION

The following table summarizes option activity under the Company's equity-based compensation plans for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Exercise Price per Share
Options outstanding January 1, 2024	369,839	$	148.40
Granted	—	—
Forfeited	(11,200)	36.67
Exercised	—	—
Expired	(26,046)	160.05
Options outstanding June 30, 2024	332,593	$	151.25

The following table shows summary information for outstanding options and options that are exercisable (vested) as of June 30, 2024:


	Options Outstanding		Options Exercisable
Number of options	332,593		308,815
Weighted average remaining contractual term (in years)	4.48		4.27
Weighted average exercise price	$	151.25	$	158.49
Weighted average fair value	$	—	$	—
Aggregate intrinsic value (in thousands)	$	—	$	—

The following table summarizes RSU activity for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding January 1, 2024	1,239,436	$	9.15
Granted	3,157,438	1.30
Forfeited	(212,417)	5.70
Released	(583,351)	4.02
Outstanding June 30, 2024	3,601,106	$	3.30

The table below summarizes equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	34	$	98	$	92	$	188
Research and development	164		256		543		861
Sales, general and administrative	768		1,299		1,628		1,159
	$	966	$	1,653	$	2,263	$	2,208

The table below summarizes share-based compensation cost capitalized to inventory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost capitalized to inventory	$	19	$	35	$	109	$	109

As of June 30, 2024, unrecognized equity-based compensation expense related to unvested stock options and unvested RSUs was $0.1 million and $5.6 million, respectively. This is expected to be recognized over the years 2024 through 2028.

NOTE 13. INCOME TAXES

For the six months ended June 30, 2024, the Company recorded no tax expense related to its foreign operations. The Company’s tax expense for the six months ended June 30, 2024 differs from the tax expense computed by applying the U.S. statutory tax rate to its year-to-date pre-tax loss of $25.8 million, as no tax benefits were recorded for current year tax losses generated in the U.S. and other foreign jurisdictions. At June 30, 2024, the Company had deferred tax assets primarily related to U.S. Federal and state tax loss carryforwards and a deferred tax liability related to the Company’s convertible notes. The Company provided a valuation allowance against its net deferred tax assets as future realization of such assets is not more likely than not to occur.

For the three months ended June 30, 2024, the Company recorded no tax expense related to an uncertain tax position in a foreign jurisdiction. The Company recorded no U.S. Federal and state income taxes as it generated tax losses for the six months ended June 30, 2024 for which a tax benefit is not recorded.

The Company’s policy is to record interest and penalties associated with reserves for uncertain tax positions as a component of income tax expense. As of June 30, 2024, the Company has not recorded interest or penalties associated with its uncertain tax positions. As of June 30, 2024, the Company has unrecognized tax benefits of $8.8 million. If recognized, $0.6 million of unrecognized tax benefits would impact the Company’s effective tax rate. The Company does not anticipate that its reserve for uncertain tax positions will change significantly within the next 12 months. The Company’s U.S. Federal and state tax returns are generally open to examination for all periods due to its net operating losses. The Company’s foreign tax returns are generally open to examination for a period of four years following the date such tax returns were filed. The Company is not currently under examination by any tax authority.

The following represents the total amount of unrecognized tax benefits as of June 30, 2024 (in thousands):


Balance as of December 31, 2023	$	8,844
Increases for six months ended June 30, 2024	—
Balance as of June 30, 2024	$	8,844

Australia R&D Tax Incentive

The Australian government offers the Australia R&D Tax Incentive to help companies conducting eligible research and development (“R&D”) activities in Australia in the form of refundable tax credit if certain conditions are met. Management assesses the Company’s R&D activities and expenditures to determine which activities and expenditures are likely to be eligible under the tax incentive regime. Annually, management estimates the refundable tax credit available to the Company based on available information and submits an application to the Australian tax authority for R&D credit approval. The Company recognizes the refundable R&D tax credit when there is reasonable assurance that the terms have been met, income will be received, the relevant expenditure has been incurred and the consideration can be reliably measured. The refundable R&D tax credit is recorded as a reduction to research and development expense in the condensed consolidated statements of operations and comprehensive loss when the aforementioned criteria are met. In July 2023, the Company received a $1.1 million refundable R&D tax credit for its R&D activities conducted in 2022. The Company provided for a full reserve against the refundable R&D tax credit as sustainability of the credit upon potential examination by the Australian tax

authority is uncertain. The Company does not currently believe it is probable that any penalties or interest would be assessed to the extent that the credit is not sustained.

NOTE 14. COMMITMENTS

In April 2022, the Company entered into a non-cancellable purchase obligation with a supplier to acquire raw materials related to the development and commercialization of its next generation Accelerate WAVE™ system for a total commitment of $11.9 million. Under the terms of this agreement the Company has until March 15, 2027 to take delivery of purchased items.

As of June 30, 2024, the commitment remains $11.9 million as the Company has taken no deliveries of the related inventory.

NOTE 15. LEASES

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

For the Company’s operating leases, the weighted average remaining lease term is 1.1 years with a weighted average discount rate of 7.1%. For the Company’s finance leases, the weighted average remaining lease term is 1.1 years with a weighted average discount rate of 7.2%.

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308

The net investment in sales-type leases, where the Company is the lessor, is a component of other current assets and other non-current assets in the condensed consolidated balance sheets. As of June 30, 2024, the total net investment in these leases was $1.7 million. Lease income is a component of net sales in the condensed consolidated statements of operations and comprehensive loss. The following presents maturities of lease receivables under sales-type leases as of June 30, 2024 (in thousands):


	Sales-Type
Remainder of 2024	$	683
2025	869
2026	529
2027	66
2028	—
Thereafter	—
Net investment in sales-type leases	2,147

Allowances	(481)
Net investment in sales-type leases, net of allowances	$	1,666

For more information on leases, see Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies.

NOTE 16. GEOGRAPHIC AND REVENUE DISAGGREGATION

The Company operates as one operating segment. Sales to customers outside the U.S. represented 14% and 10% of net sales for the three months ended June 30, 2024 and 2023, respectively, and 12% for each of the six months ended June 30, 2024 and 2023.

As of June 30, 2024 and December 31, 2023, accounts receivable balances due from foreign customers, in U.S. dollars, were $0.6 million and $0.9 million, respectively.

The following presents total net sales by geographic territory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Domestic	$	2,564	$	2,619	$	5,184	$	5,035
Foreign	422		302		723		698
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

The following presents total net sales by products and services for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Products	$	2,630	$	2,565	$	5,119	$	5,009
Services	356		356		788		724
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

Lease income included in net sales in the condensed consolidated statements of operations and comprehensive income was $0.2 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and $0.5 million and $0.6 million for the six months ended June 30, 2024 and 2023, respectively, and was recorded in accordance with ASC 842. This income does not represent revenue recognized from contracts with customers in accordance with ASC 606.

The following presents long-lived assets, net by geographic territory as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Domestic	$	2,842	$	2,139
Foreign	258		250
Net long-lived assets	$	3,100	$	2,389

NOTE 17. STOCKHOLDERS' DEFICIT

The Company has entered into a number of securities purchase and exchange agreements with affiliated and external parties throughout its history, and has provided equity-based compensation to its employees, officers, directors and affiliated parties. See Note 9, Convertible Notes, Note 10, Related-Party Transactions and Note 12, Employee Equity-Based Compensation for further discussion of transactions impacting the Company’s stockholders’ deficit.

January 2024 Units Offering

In January 2024, the Company completed the January 2024 Public Units Offering consisting of 6.8 million units (the “Units”), each consisting of one share of common stock and one warrant to purchase one share of common stock (each, a “Common Warrant”), and for certain investors in lieu thereof, pre-funded Units (the “Pre-Funded Units”), each consisting of one pre-funded warrant to purchase one share of common stock (each, a “Pre-funded Warrant”), and one warrant to purchase one share of common stock. The public offering price for each Unit was $1.50 and the public offering price for each Pre-Funded Unit was $1.49.

The Company granted the underwriters for the January 2024 Public Units Offering a 30-day option to purchase up to an additional 1.0 million shares of common stock and/or additional warrants to purchase up to 1.0 million shares of common stock, in any combination thereof, at the public offering price, less underwriting discounts and commissions. The underwriters elected to purchase an additional 36,003 Common Warrants from the Company under this option.

Common Warrants issued to investors in the January 2024 Public Units Offering have an exercise price of $1.65 per share, were immediately exercisable upon issuance and will remain exercisable until the date that is five years after their original issuance. The Pre-Funded Warrants have an exercise price of $0.01 per share, are immediately exercisable and will remain exercisable until exercised in full. The gross proceeds from the January 2024 Public Units Offering, before deducting underwriting discounts and commissions and other public offering expenses payable by the Company were approximately $10.2 million (excluding any proceeds that may be received upon the exercise of the Common Warrants or the Pre-Funded Warrants).

Concurrently with the completion of the January 2024 Public Units Offering, the Company sold 1.2 million Units at a purchase price of $1.73 per Unit to the Schuler Trust, which satisfied the Schuler Purchase Obligation and an aggregate of 33,332 Units at a purchase price of $1.50 per Unit to the Company’s Chief Executive Officer and Chief Financial Officer, in each case, in a private placement offering. The gross proceeds from the private placement offering, before deducting underwriting discounts and commissions and other expenses payable by the Company, were approximately $2.0 million (excluding any proceeds that may be received upon the exercise of the Common Warrants).

Pursuant to the subscription agreement entered into between the Schuler Trust and the Company in connection with the private placement offering of Units, the Schuler Trust also agreed to purchase an additional 1.6 million Units at a purchase price of $1.73 per unit on or before May 20, 2024 (the “Forward Contract”). On May 20, 2024, the Company completed the sale of such additional Units to the Schuler Trust for gross proceeds of approximately $2.7 million (before deducting underwriting discounts and commissions and other expenses payable by the Company and excluding any proceeds that may be received upon the exercise of the Common warrants).

Aggregate net proceeds from the January 2024 Public Units Offering and private placement offering of Units (including the additional Units purchased by the Schuler Trust in May 2024) for the six months ended June 30, 2024 were approximately $13.7 million.

The Company evaluated the Pre-Funded Warrants to determine whether they are equity-classified or liability-classified instruments. The Company concluded that the Pre-Funded Warrants are indexed to the Company’s own stock and meet all other criteria for equity classification. Therefore, the Pre-Funded Warrants were recorded in contributed capital on the condensed consolidated statements of stockholders’ deficit.

The Company also evaluated the Common Warrants and Forward Contract to determine whether they are equity-classified or liability-classified instruments. The Company concluded that the Common Warrants and Forward Contract are not indexed to the Company’s own stock and are therefore liability-classified. The Company further determined the Common Warrants and Forward Contract meet the definition of a derivative instrument and do not qualify for any scope exceptions to derivative accounting. Therefore, the Common Warrants and Forward Contract were initially recorded at fair value and are subsequently remeasured at fair value as of each reporting date.

Proceeds from the January 2024 Public Units Offering were first allocated to the liability-classified instruments based on their fair value with the residual proceeds allocated to the equity-classified instruments based on their relative fair values. Transaction expenses were allocated among the equity-classified and liability-classified instruments. Those transaction expenses allocated to the equity-classified instruments were recorded as an offset to the proceeds in contributed capital on the condensed consolidated statements of stockholders’ deficit. Those transaction expenses allocated to the liability-classified instruments were recorded to other expense on the condensed consolidated statement of operations and comprehensive loss.

Fair Value of the Common Warrants

The Common Warrants had a fair value of $5.0 million (liability) upon issuance in January 2024, and was subsequently measured at fair value using Level 3 inputs. The estimated fair value of the common warrant liability as of June 30, 2024 was $4.8 million. An adjustment of $1.8 million (loss) and $0.2 million (gain) to the fair value of the Common Warrants was recorded in loss on fair value adjustments on the condensed consolidated statements of operation and comprehensive loss for the three and six months ended June 30, 2024, respectively

The table below summarizes the significant inputs used to estimate the fair value of the Common Warrant liability as of June 30, 2024 and January 23, 2024:


	June 30, 2024			January 23, 2024
Exercise price	$	1.65		$	1.65
Term (years)	4.6			5.0
Volatility	58.50		%	55.00		%
Risk-free rate	4.38		%	4.06		%
Dividend yield	0.00		%	0.00		%

The volatility used to estimate the fair value of the Common Warrant liability is an unobservable input. As volatility is an estimate, there is a range of values that could be considered appropriate. Changes to this input could impact the fair value reported.

NOTE 18. SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

The Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), dated August 8, 2024, with certain investors named therein. Pursuant to the Note Purchase Agreement, the certain investors purchased $15 million in aggregate principal amount of the Company’s 16.00% Super-Priority Senior Secured PIK Notes due 2025 (the “16.00% Notes”) from the Company. The sale of the 16.00% Notes pursuant to the Note Purchase Agreement is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.Contemporaneously with the Note Purchase Agreement, the Company also entered into an Indenture, dated August 8, 2024, with a trustee that provides that the 16.00% Notes will be secured by a super-priority security interest in the same collateral that secures the Company’s outstanding 5.00% Notes.The 16.00% Notes will mature on December 31, 2025, and will bear interest at a rate of 16.00% per annum, payable in kind. Interest on the 16.00% Notes will be payable by the Company quarterly in arrears on the last business day of each March, June, September and December, beginning on September 30, 2024. The Indenture contains customary events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 16.00% Notes representing at least a majority in aggregate principal amount of the outstanding 16.00% Notes, by notice to the Company and the Trustee, may declare 100% of the principal of, the premium (including the Exit Premium (as defined below)), and all accrued and unpaid interest on, all of the then outstanding 16.00% Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, the premium (including the Exit Premium), and all accrued and unpaid interest on, all of the then outstanding 16.00% Notes will automatically become immediately due and payable. Upon the occurrence of a change of control, the Company will be required to make an offer to repurchase all or any portion of the outstanding 16.00% Notes at a price in cash equal to 100% of the aggregate principal amount of the 16.00% Notes repurchased, plus the premium (including the Exit Premium), and all accrued and unpaid interest to, but excluding, the date or repurchase. Upon the occurrence of any repayment (including in connection with a change of control or an asset sale) or redemption or acceleration upon any event of default, the Company is required to pay the investors a fee equal to a certain percentage of the aggregate principal amount of the 16.00% Notes then outstanding plus accrued and unpaid interest thereon, which fee shall be equal to 30.00% if any such event occurs on or prior to June 30, 2025 and equal to 42.50% if any such event occurs on July 1, 2025 and thereafter (the “Exit Premium”).The Company also contemporaneously entered into other customary ancillary agreements regarding the 16.00% Notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introductory Note

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “Accelerate,” “we,” “us” or “our” are references to the combined business of Accelerate Diagnostics, Inc. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting our results of operations, liquidity, capital resources and contractual obligations. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere herein.

All amounts in the MD&A have been rounded to the nearest thousand unless otherwise indicated.

Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements, which can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” or variations thereon or comparable terminology, include but are not limited to, statements about our future development plans and growth strategy, including plans and objectives relating to our future operations, products, including the Accelerate WAVE™ system, and performance; projections as to when certain key business milestones may be achieved; expectations regarding the potential or benefits of our products and technologies; projections of future demand for our products; the growth of the market in which we operate; our estimates as to the size of our market opportunity and potential pricing; our competitive position and estimates of time reduction to results; our continued investment in new product development to both enhance our existing products and bring new ones to market; our expectations regarding research and development expenditures; our expectations relating to current supply chain impacts and inflationary pressures, including our belief that we currently have sufficient inventory of Accelerate Pheno® system instruments to limit the impact of cost increases on such devices; our expectations regarding our commercial partnership with Becton Dickinson and Company (“BD”), including anticipated benefits from such collaboration; our expectations and plans relating to regulatory approvals, including with respect to the U.S. Food and Drug Administration (“FDA”) and 510(k) clearance for our Accelerate Arc Products (as defined in this Form 10-Q); our plans to continue marketing and distributing the Accelerate Arc Products in Europe pursuant to our existing CE In Vitro Diagnostic Regulation (IVDR) registration; and our liquidity and capital requirements, including, without limitation, as to our ability to continue as a going concern; our belief that we currently have adequate financial resources to fund our forecasted operating costs for at least twelve months from the filing of this Form 10-Q and our belief that it will be necessary for us to secure additional funds to continue our existing business operations and to fund our obligations. In addition, all statements other than statements of historical facts that address activities, events, or developments we expect, believe, or anticipate will or may occur in the future, and other such matters, are forward-looking statements.

Future events and actual results could differ materially from those set forth in, contemplated or suggested by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties, including, among other things, volatility throughout the global economy and the related impacts to the businesses of our suppliers and customers, such as customer demand fluctuations, supply chain constraints and inflationary pressures, as well as difficulties in resolving our continuing financial condition and ability to obtain additional capital to meet our financial obligations, including, without limitation, difficulties in obtaining adequate capital resources to fund our operations. Other important factors that could cause our actual results to differ materially from those in our forward-looking statements include those discussed herein, and in other reports filed with the U.S. Securities and Exchange Commission (the “SEC”) including but not limited to the risks in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”), the section entitled “Risk Factors” in this Form 10-Q and in our subsequent filings with the SEC. These forward-looking statements are also based on certain additional assumptions, including, but not limited to, that we will retain key management personnel; we will be successful in the commercialization of our products; we

will obtain sufficient capital to commercialize our products and continue development of complementary products; we will be successful in obtaining marketing authorization for our products from the FDA and other regulatory agencies and governing bodies; we will be able to protect our intellectual property; our ability to respond effectively to technological change; our ability to accurately anticipate market demand for our products; and that there will be no material adverse change in our operations or business and general market and industry conditions. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. Any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Accelerate is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Microbiology laboratories need new tools to address what the U.S. Centers for Disease Control and Prevention (the “CDC”) calls one of the most serious healthcare threats of our time, antibiotic resistance. A significant contributing factor to the rise of resistance is the overuse and misuse of antibiotics, which is exacerbated by a lack of timely diagnostic results. The delay of identification and antibiotic susceptibility results is often due to the reliance by microbiology laboratories on traditional culture-based tests that often take two to three days to complete. Our technology platform is intended to address these challenges by delivering significantly faster testing of infectious pathogens in various patient sample types.

Accelerate Pheno

Our first system to address these challenges is the Accelerate Pheno® system. The Accelerate PhenoTest® BC Kit, which is the first test kit for the system, is indicated as an aid, in conjunction with other clinical and laboratory findings, in the diagnosis of bacteremia and fungemia, both life-threatening conditions with high morbidity and mortality risk. The device provides identification (“ID”) results followed by antibiotic susceptibility testing (“AST”) for certain pathogenic bacteria commonly associated with or causing bacteremia. This test kit uses genotypic technology to identify infectious pathogens and phenotypic technology to conduct AST, which determines whether live bacterial cells are resistant or susceptible to a particular antimicrobial. This information can be used by physicians to rapidly modify antibiotic therapy to lessen adverse events, improve clinical outcomes and help preserve the useful life of antibiotics.

In June 2015, we declared our conformity to the European In Vitro Diagnostic Directive 98/79/EC and applied a CE mark to the Accelerate Pheno system and the Accelerate PhenoTest BC Kit for in vitro diagnostic use. On February 23, 2017, the FDA granted our de novo classification request to market the first version of our Accelerate Pheno system and Accelerate PhenoTest BC Kit.

In 2017, we began selling the Accelerate Pheno system in hospitals in the United States, Europe and the Middle East. Consistent with our “razor” / “razor-blade” business model, revenues to date have principally been generated from the sale or leasing of the instruments, and the sale of single use consumable test kits.

In August 2022, we entered into a sales and marketing agreement (the “Sales and Marketing Agreement”) with BD. We entered into the Sales and Marketing Agreement in order to leverage BD’s expansive global sales team, benefit from natural synergies between BD’s existing products and our products, and reduce our sales and marketing expenses.

Accelerate Arc

In 2022, we announced the launch and commercialization of the Accelerate Arc™ system and BC Kit (“Accelerate Arc Products”). This instrument and associated one-time-use test kit automates the clean-up and concentration of microbial cells from positive blood culture samples. In May 2022, we announced IVDR registration of the Accelerate Arc Products with the FDA as a Class I device exempt from FDA clearance requirements, and in June 2022 we received CE IVDR registration for use in Europe.

Since that time, we have been in discussions with the FDA regarding the commercialization of our Accelerate Arc Products in the United States as Class I devices exempt from 510(k) clearance requirements. While these discussions are ongoing, we have put our United States sales and marketing efforts of the Accelerate Arc Products on hold, and have continued to market and distribute the Accelerate Arc Products in Europe pursuant to our existing CE IVDR registration. We have completed clinical trials related to this product in the United States and, on March 27, 2024, submitted to the FDA a 510(k) IVD Class II Device with approval anticipated by the end of 2024.

A technology receiving wide attention is mass spectrometry, and particularly the matrix-assisted laser desorption ionization time of flight version (“MALDI-TOF”). These systems build an empiric database from protein spectra acquired from many thousands of purified bacterial and fungal strains. They require a pure strain isolate for analysis and enrichment culturing to produce enough material to analyze.

MALDI-TOF systems have a major advantage over other methods in identifying a very broad range of organisms. Cost of ownership is also substantially below that of older molecular methods, although the requirement for extensive organism enrichment and purification, as well as the inability to quantify live organisms or distinguish samples derived from viable organisms, substantially limits this technology from time-critical decision support. Also, as with the older molecular methods, MALDI-TOF systems cannot identify major drug resistance expression and face the same fundamental biological barriers as gene detection.

In November 2023, we announced a collaboration and quality agreement with Bruker Corporation (“Bruker”), the provider of the MALDI Biotyper MALDI-TOF system for microbial identification, which has agreements with a number of companies for distribution, including BD, Danaher Corporation’s subsidiary Beckman Coulter, Thermo Fisher Scientific’s subsidiary TREK Diagnostics Systems, Inc. (“TREK”) and Siemens. This agreement allows us to partner with Bruker to validate the use of our Accelerate Arc system with Bruker’s MALDI Biotyper system for subsequent registration in both the U.S. and Europe, Middle East and Africa (“EMEA”) markets.

We continue to invest in product development to enhance our existing products. Our current research and development areas of focus include the potential addition, if authorized by the FDA, of new AST content for our Accelerate Pheno system and of additional applications for our Accelerate Arc Products.

Accelerate WAVE

The Accelerate WAVETM system, currently in development, performs AST directly from positive blood culture (“PBC”) bottles and bacterial isolate colonies (“Isolates”) to report minimum inhibitory concentrations (“MICs”) with a goal of delivering results within 4.5 hours, on average. The fully automated system is based on the principle of digital holographic microscopy, which allows for simultaneous volumetric imaging of a sample suspension at a high spatial resolution, enabling direct observation of phenotypic responses of individual bacterial cells in relatively short time periods versus more traditional AST methods. The Accelerate WAVE system uses a time series of holograms to provide microbial quantitation under antimicrobial stress, enabling rapid determination of minimum inhibitory concentration. Additionally, Accelerate WAVE holograms provide morphological information at the level of individual cells. For some bug-drug combinations, morphology is a leading indicator of future MIC.

A key differentiator of the Accelerate WAVE system to current on-market and emerging AST competitors is the system’s ability to process PBC as well as Isolates for AST diagnostic results. Our initial launch of menu items is expected to include a PBC assay that can be run on the Accelerate WAVE system. This is expected to be followed by development of an Isolate assay. We believe our ability to process Isolates with the Accelerate WAVE system expands our addressable market today with our Accelerate Pheno system and Accelerate Arc Products with PBC samples to include a much larger sample volumes segment, Isolates, within the microbiology testing market. Based on our on-market experience with our Accelerate Pheno system, we anticipate seeing significant workflow benefits to microbiology labs by offering consolidated PBC and Isolate susceptibility testing on a single, rapid, AST diagnostic. Further, recent voice-of-customer interviews highlight the value that Accelerate WAVE brings to the global marketplace with a high percentage of interviewed customers expressing interest in evaluating the Accelerate

Wave system once available. The Accelerate WAVE system AST modules will be able to test five PBC assays or ten Isolated Colony assays per module and can scale to have five modules per system, which we believe will address the vast majority of microbiology lab volumes and workflows. Additionally, the cost to produce Accelerate WAVE assays is expected to be significantly lower than our standard costing for the Accelerate PhenoTest BC Kit, which could improve the Company’s margin profile as we seek FDA regulatory clearance for the Accelerate WAVE system and assays.

While we will continue to seek out ways to improve upon the utility of our existing products, the primary focus of our current research and development efforts is our next generation AST platform, Accelerate WAVE, which is being developed with the goal to have lower cost, higher throughput, and the capability to test a broader set of sample types when compared to our Accelerate Pheno system.

Changes in Results of Operations: Three and six months ended June 30, 2024 compared to three and six months ended June 30, 2023

The Company has provided enhanced information in a tabular format which presents some of the captions presented on the condensed consolidated statements of operations and comprehensive loss less non-cash equity-based compensation expense. These figures are reconciled to the condensed consolidated statements of operations and comprehensive loss and are intended to add additional clarity on the operating performance of the business. The Company believes providing such figures without the impact of the current period non-cash equity-based compensation expense provides helpful information for investors in understanding and evaluating our operating results in the same manner as our management and our Board of Directors.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Net sales	$	2,986	$	2,921	$	65	2	%	$	5,907	$	5,733	$	174	3	%

For the three and six months ended June 30, 2024, net sales increased primarily as a result of higher sales of Accelerate PhenoTest consumables compared to the three and six months ended June 30, 2023.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Cost of sales	$	2,310	$	2,122	$	188	9	%	$	4,508	$	3,923	$	585	15	%
Non-cash equity-based compensation as a component of cost of sales	34		98		(64)		(65)	%	92		188		(96)		(51)	%
Cost of sales less non-cash equity-based compensation	$	2,276	$	2,024	$	252	12	%	$	4,416	$	3,735	$	681	18	%

For the three and six months ended June 30, 2024, cost of sales increased as compared to the three and six months ended June 30, 2023 as a result of an increase in costs to manufacture consumables and an increase in the volume of consumables sold.

Cost of sales included non-cash equity-based compensation of $0.03 million and $0.1 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ending June 30, 2023, respectively. Non-cash equity-based compensation expense decreased for the three and six months ended June 30, 2024 when compared to same periods in 2023, due to a decrease in the estimated fair value of awards being granted. Non-cash equity-based compensation expense is a component of manufacturing overhead and service cost of sales. Manufacturing overhead is capitalized as inventory and relieved to cost of sales when products are sold to customers, or when instruments under reagent rentals are amortized to cost of sales.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Gross profit	$	676	$	799	$	(123)	(15)	%	$	1,399	$	1,810	$	(411)	(23)	%
Non-cash equity-based compensation as a component of gross profit	34		98		(64)		(65)	%	92		188		(96)		(51)	%
Gross profit less non-cash equity-based compensation	$	710	$	897	$	(187)	(21)	%	$	1,491	$	1,998	$	(507)	(25)	%

Gross profit for the three and six months ended June 30, 2024 decreased compared to the three and six months ended June 30, 2023. Overall gross margin was 23% and 27% for the three months ended June 30, 2024 and 2023, respectively, and 24% and 32% for the six months ended June 30, 2024 and 2023, respectively. The primary driver of the reductions in gross margin and gross profit was an increase in costs to manufacture consumables and an increase in the volume of consumables sold.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Research and development	$	3,903	$	5,820	$	(1,917)	(33)	%	$	9,076	$	12,788	$	(3,712)	(29)	%
Non-cash equity-based compensation as a component of research and development	164		256		(92)		(36)	%	543		861		(318)		(37)	%
Research and development less non-cash equity-based compensation	$	3,739	$	5,564	$	(1,825)	(33)	%	$	8,533	$	11,927	$	(3,394)	(28)	%

Research and development expenses for the three and six months ended June 30, 2024 decreased as compared to the three and six months ended June 30, 2023, primarily due to decreases in third party costs for the development of our Accelerate WAVE system during the current year periods.

Research and development expenses includes non-cash equity-based compensation of $0.2 million and $0.3 million for the three months ended June 30, 2024 and 2023, respectively, and $0.5 million and $0.9 million for the six months ended June 30, 2024 and 2023, respectively. Non-cash equity-based compensation expense decreased for the three and six months ended June 30, 2024 when compared to same periods in 2023, due to a decrease in the estimated fair value of awards being granted.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Sales, general and administrative	$	5,379	$	7,564	$	(2,185)	(29)	%	$	11,084	$	17,669	$	(6,585)	(37)	%
Non-cash equity-based compensation as a component of sales, general and administrative	768		1,299		(531)		(41)	%	1,628		1,159		469		40	%
Sales, general and administrative less non-cash equity-based compensation	$	4,611	$	6,265	$	(1,654)	(26)	%	$	9,456	$	16,510	$	(7,054)	(43)	%

Sales, general and administrative expenses for the three and six months ended June 30, 2024 decreased as compared to the three and six months ended June 30, 2023, due to lower legal and professional services fees and a decrease in employee-related expenses (excluding non-cash equity-based compensation). Legal and professional services fees were higher for the three and six months ended June 30, 2023 as a result of such fees incurred in connection with the Restructuring Transactions (as defined in Item 1, Note 9, Convertible Notes) during the prior year periods.

Sales, general and administrative expenses includes non-cash equity-based compensation of $0.8 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, and $1.6 million and $1.2 million for the six months ended June 30, 2024 and 2023, respectively. Non-cash equity-based compensation expense increased for the six months ended June 30, 2024 compared to the same period in the prior year, primarily due to the reversal of non-cash equity-based compensation expense from forfeitures in the prior year period. Employees separating from the Company forfeited an increased number of stock options and RSUs during the six months ended June 30, 2023 compared to the current year period.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Loss from operations	$	(8,606)	$	(12,585)	$	3,979	(32)	%	$	(18,761)	$	(28,647)	$	9,886	(35)	%
Non-cash equity-based compensation as a component of loss from operations	966		1,653		(687)		(42)	%	2,263		2,208		55		2	%
Loss from operations less non-cash equity-based compensation	$	(7,640)	$	(10,932)	$	3,292	(30)	%	$	(16,498)	$	(26,439)	$	9,941	(38)	%

For the three and six months ended June 30, 2024, loss from operations decreased as compared to the three and six months ended June 30, 2023. This decrease was primarily driven by decreases in sales, general and administrative expenses and research and development expenses, partially offset by a decrease in gross profit as described above.

This loss and further losses are anticipated and are the result of our continued investments in key research and development program costs, and commercialization of the Company’s products.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Total other expense, net	$	(2,982)	$	(19,994)	$	17,012	(85)	%	$	(7,057)	$	(20,727)	$	13,670	(66)	%

For the three and six months ended June 30, 2024, the Company reported a decrease in other expense, net compared to the three and six months ended June 30, 2023. This decrease was primarily due to the consummation of the Restructuring Transactions in June 2023 (as described in Item 1, Note 9, Convertible Notes and Item 1, Note 10, Related-Party Transactions), which resulted in the Company recording a loss on extinguishment of debt of $6.6 million, loss on extinguishment of debt with related party of $6.8 million and losses on financial instruments of $5.0 million, partially offset by higher interest expense related to the 5.00% Notes in the current year periods.


	Three Months Ended June 30,								Six Months Ended June 30,
	(in thousands)								(in thousands)
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Provision for income taxes	$	—	$	(156)	$	156	(100)	%	$	—	$	(156)	$	156	(100)	%

For the three and six months ended June 30, 2023, the Company recorded a provision for income taxes as the Company reversed a receivable associated with an income tax refund recorded in a prior period.

Capital Resources and Liquidity

In March 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with the holders of approximately 85% of the Company’s outstanding 2.50% convertible senior notes (the “2.50% Notes”) (collectively, the “Ad Hoc Noteholder Group”) and the trustee for the 2.50% Notes (the “Trustee”). Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group agreed, and directed the Trustee, to forbear from exercising their rights and remedies under the indenture governing the 2.50% Notes (the “2.50% Notes Indenture”) in connection with certain events of default under the 2.50% Notes Indenture, including, but not limited to, the failure to timely pay in full the principal and any interest related to the 2.50% Notes that was due and payable on March 15, 2023. In April 2023, the Company entered into a restructuring support agreement (the “Restructuring Support Agreement”) with certain holders of the 2.50% Notes, the holder of a secured promissory note with the Jack W. Schuler Living Trust (the “Schuler Trust”) (the “Secured Note”) and the holders of the Company’s Series A Preferred Stock to negotiate in good faith to effect the restructuring of the Company’s capital structure (the “Restructuring Transactions”). In June 2023, the Company completed the Restructuring Transactions contemplated by the Restructuring Support Agreement. Further details of the Forbearance Agreement and Restructuring Transactions are included in Item 1, Note 9, Convertible Notes.

In January 2024, the Company completed an underwritten public offering (the “January 2024 Public Units Offering”) of Units and Pre-Funded Units (each, as defined below). Concurrently with the completion of the January 2024 Public Units Offering, the Company sold Units to the Schuler Trust and to the Company’s Chief Executive Officer and Chief Financial Officer in a private placement offering. Aggregate net proceeds after transaction expenses were $11.0 million. In connection with the January 2024 Public Units Offering, the Schuler Trust agreed to and subsequently purchased additional Units in 2024 for net proceeds of $2.7 million. Further information and a description of the Units and the Pre-Funded Units are included in Item 1, Note 17, Stockholders' Deficit.

In August, the Company entered into a Note Purchase Agreement, dated August 8, 2024, with certain investors named therein. Pursuant to the Note Purchase Agreement, the certain investors purchased $15 million in aggregate principal amount of the Company’s 16.00% Super-Priority Senior Secured PIK Notes due 2025 (the “Notes”) from the Company.

Historically, the Company has funded its operations primarily through multiple equity raises and the issuance of debt. While the Company has funding to allow it to progress its development and operational goals discussed in this report, it is not expected to be sufficient to fund the Company’s operations through twelve months from the issuance of these financial statements. See the following notes in Item 1, Financial Statements for additional detail: Note 9, Convertible Notes, Note 10, Related-Party Transactions and Note 17, Stockholders' Deficit.

Management currently believes that it will be necessary for the Company to secure additional funds to continue its existing business and to fund its obligations. While the Company continues to explore additional funding in the form of potential equity and/or debt financing arrangements or similar transactions, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing additional debt, it is likely any new debt would have rights, preferences and privileges senior to common stockholders. The terms of borrowing could impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, increases in federal fund rates set by the Federal Reserve, such as the significant increases experienced throughout 2022 and 2023, which serve as benchmark rates on borrowing, and other general economic conditions have impacted, and in the future may impact, the cost of debt financing or refinancing existing debt.

The Company is required to evaluate its financial condition as of the filing date of this Form 10-Q pursuant to the requirements of Accounting Standards Codification (“ASC”) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Based on its evaluation pursuant to ASC 205-40, the Company has determined that, as of the filing date of this Form 10-Q, there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs for at least twelve months from the filing date of this Form 10-Q.

For additional information, see “Risk Factors—Risks Related to Our Financial Condition, Liquidity and Indebtedness” in Part I, Item 1A of the 2023 10-K.

Contractual Obligations

As of June 30, 2024, our contractual material cash requirements were as follows:


Payments due by Period (in thousands)
Contractual Material Cash Requirements	Total		2024		2025		2026		2027		2028		Thereafter
Operating lease obligations	$	1,083	$	500	$	583	$	—	$	—	$	—	$	—
Purchase obligation 1)	11,858		—		—		—		11,858		—		—
Finance lease obligations	333		217		86		30		—		—		—
Deferred compensation	1,158		—		421		451		286		—		—
5.00% Notes 2)	69,243		—		—		69,243		—		—		—
5.00% Notes interest 3)	9,099		—		—		9,099		—		—		—
Total	$	92,774	$	717	$	1,090	$	78,823	$	12,144	$	—	$	—

1) The Company entered into a non-cancellable purchase obligation with a supplier to acquire raw materials and has until March 15, 2027 to take delivery of purchased items. Further details are included in Item 1, Note 14, Commitments

2) The amount shown here represents the oustanding principal at par of the Company’s 5.00% Convertible Senior Notes due 2026 issued in June 2023 (the “5.00% Notes”), including subsequently issued PIK Notes (as defined below).

3) The 5.00% Notes bear interest at a rate of 5.00% per annum. The Company will pay interest on the 5.00% Notes by payment-in-kind, through the issuance of additional 5.00% Notes (“PIK Notes”). The amount shown here represents interest for which PIK Notes have not yet been issued.

Until such time as we can generate substantial product revenue, we expect to finance our cash requirements, beyond what is currently available or on hand, through a combination of equity offerings and debt financings, or collection of the exclusivity fee from BD in accordance with the Sales and Marketing Agreement with BD.

Summary of Cash Flows

The following summarizes selected items in the Company’s condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023:


Cash Flow Summary
	Six Months Ended June 30,
	(in thousands)
	2024		2023		$ Change
Net cash used in operating activities	$	(16,035)	$	(24,188)	$	8,153
Net cash (used in) provided by investing activities	(515)		9,124		(9,639)
Net cash provided by financing activities	12,835		9,729		3,106

Cash flows from operating activities

During the six months ended June 30, 2024, net cash used in operating activities was primarily the result of net losses, partially offset by losses on fair value adjustments, amortization of debt discount, equity-based compensation, depreciation and amortization, and paid-in-kind interest.

During the six months ended June 30, 2023, net cash used in operating activities was primarily the result of net losses, partially offset by losses on extinguishment of debt, extinguishment of debt with related party, losses on derivative, equity-based compensation, and depreciation and amortization.

Cash flows from investing activities

Net cash used in investing activities was $0.5 million for the six months ended June 30, 2024, resulting from the purchases of equipment.

Net cash provided by investing activities was $9.1 million for the six months ended June 30, 2023, primarily resulting from maturities of marketable securities.

Cash flows from financing activities

Net cash provided by financing activities was $12.8 million for the six months ended June 30, 2024, which was primarily related to proceeds from the sale and issuance of Units and Pre-Funded Units.

Net cash used in financing activities was $9.7 million for the six months ended June 30, 2023. The Company had proceeds from issuance of common stock of $4.0 million, proceeds from issuance of 5.00% Notes of $10.0 million, which were partially offset by debt and equity issuance costs of $3.7 million.

Financing Activity

Convertible Notes

On June 9, 2023, the Company issued $66.9 million aggregate principal amount of 5.00% Notes in connection with the Restructuring Transactions described in Item 1, Note 9, Convertible Notes. The 5.00% Notes mature on December 15, 2026 and bear interest at a rate of 5.00% per annum, payable in kind. Interest is payable semi-annually in arrears June 15 and December 15 of each year, commencing on December 15, 2023. The 5.00% Notes, including any 5.00% Notes issued as a result of the payment of interest in kind, will be convertible into shares of the Company’s common stock at an initial conversion price of approximately $7.20 per share, which reflects the initial conversion rate of 138.88889 shares of common stock per $1,000 principal amount of 5.00% Notes. The initial conversion price was subject to adjustment based on the positive difference between the 31 to 90 day volume-weighted average price, subject to a cap of $8.30 per share. On October 18, 2023, the Company evaluated the conversion rate in accordance with the terms of the 5.00% Notes and determined the initial conversion rate of 138.88889 shares of common stock per $1,000 principal amount will continue to be the conversion rate through the remaining term of the 5.00% Notes. Upon conversion of the 5.00% Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company's election.

The indenture governing the 5.00% Notes (the “5.00% Notes Indenture”) contains customary events of default, including, but not limited to, non-payment of principal or interest, breach of certain covenants, defaults under or failure to pay certain other indebtedness and certain events of bankruptcy, insolvency and reorganization. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Collateral Agent (as defined below), by notice to the Company, or the holders of the 5.00% Notes representing at least 25% in aggregate principal amount of the outstanding 5.00% Notes, by notice to the Company and the Collateral Agent, may declare 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 5.00% Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 5.00% Notes will automatically become immediately due and payable.

Additionally, the Company and certain of its subsidiaries granted U.S. Bank Trust Company, National Association, a national banking association, as collateral agent (the “Collateral Agent”), a security interest in certain of their assets, including but not limited to certain accounts, equipment, fixtures and intellectual property, in order to secure the payment and performance of all of their Obligations (as defined in the 5.00% Notes Indenture) relating to the 5.00% Notes.

In March and April 2018, the Company issued $171.5 million aggregate principal amount of 2.50% Notes. In September 2021 and March 2022, the Company entered into exchange agreements with certain holders of 2.50% Notes pursuant to which $65.0 million aggregate principal amount of 2.50% Notes were exchanged for an aggregate of approximately 1.7 million shares of the Company’s common stock. On March 15, 2023, the remaining 2.50% Notes matured and became due and payable.

In August 2022, the Company entered into an exchange agreement with the Schuler Trust pursuant to which the Schuler Trust agreed to exchange with the Company $49.9 million aggregate principal amount of 2.50% Notes held by it for (a) the Secured Note in an aggregate principal amount of $34.9 million and (b) a warrant (the “2022 Warrant”) to acquire up to approximately 0.2 million shares of the Company’s common stock at an exercise price of $21.20 per share (the “Exercise Price”). The 2022 Warrant may be exercised from February 15, 2023 through the earlier of (i) August 15, 2029 and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the 2022 Warrant. The number of shares underlying the 2022 Warrant and the Exercise Price are subject to certain customary proportional adjustments for fundamental events, including stock splits and recapitalizations, as set forth in the 2022 Warrant. The Secured Note, plus accrued interest, was repurchased by the Company in connection with the Restructuring Transactions through the issuance of approximately 3.4 million shares of common stock.

In connection with the Restructuring Transactions, approximately $55.9 million aggregate principal amount of 2.50% Notes were exchanged for approximately $56.9 million aggregate principal amount of 5.00% Notes, which was inclusive of additional 5.00% Notes in respect of interest accrued on the 2.50% Notes from September 15, 2022. In April 2024, the Company settled the outstanding balance of its 2.50% Notes. The payment of approximately $0.8 million satisfied all outstanding principal and accrued interest remaining on the 2.50% Notes.

During the year ended 2023 and the first six months of 2024, certain holders of 5.00% Notes converted a portion of the 5.00% Notes held by them for the Company's common stock. See Item 1, Note 9, Convertible Notes for additional information.

As of June 30, 2024, $69.2 million aggregate principal amount of 5.00% Notes were outstanding.

See Item 1, Note 9, Convertible Notes for additional information.

Sales of Equity Securities

The Company has historically completed multiple equity raises through sales of its common stock and preferred stock in both public and private offerings, including the recent transactions below.

In March 2022, the Company entered into a securities purchase agreement (the “March 2022 Securities Purchase Agreement”) with the Schuler Trust for the issuance and sale by the Company of approximately 0.2 million shares of the Company’s common stock to the Schuler Trust for an aggregate purchase price of $4.0 million. In June 2023 in connection with the Restructuring Transactions, the Company amended the March 2022 Securities Purchase Agreement and issued and sold approximately 0.5 million shares of the Company’s common stock to the Schuler Trust for proceeds of $4.0 million.

In June 2023, the Company entered into a purchase agreement with the Schuler Trust (the “Schuler Purchase Obligation”) pursuant to which the Schuler Trust was required, at the Company’s option, to either purchase approximately 1.4 million shares of common stock from the Company valued at $7.20 per share for an aggregate purchase price of $10.0 million or to backstop a public offering by the Company of common stock for aggregate proceeds of $10.0 million. If the Company elected to conduct a public offering of common stock and other investors purchased less than $10.0 million of common stock by December 15, 2023, the Schuler Trust would have the obligation to purchase $10.0 million of shares of common stock, less the amount of common stock purchased by other investors, and would have the right to purchase additional shares of common stock such that the total amount of common stock purchased by the Schuler Trust equaled $10.0 million of shares of common stock. If the Company

elected to conduct a public offering of common stock and other investors purchased $10.0 million of shares of common stock by December 15, 2023, the Schuler Trust would have the right, but not the obligation, to purchase up to $10.0 million of shares of common stock at the public offering price for the backstopped offering up to a maximum aggregate purchase by the Schuler Trust of $10.0 million of common stock.

In December 2023, the Company and the Schuler Trust entered into an amendment to the Schuler Purchase Obligation extending the deadline for the investment or public offering backstop through February 15, 2024, and the Schuler Trust agreed to purchase $2.0 million at the public offering price if the aggregate gross proceeds to the Company resulting from the public offering was more than $10.0 million.

In January 2024, the Company completed the January 2024 Public Units Offering consisting of 6.8 million units (the “Units”), each consisting of one share of common stock and one warrant to purchase one share of common stock (each, a “Common Warrant”), and for certain investors in lieu thereof, pre-funded Units (the “Pre-Funded Units”), each consisting of one pre-funded warrant to purchase one share of common stock (each, a “Pre-Funded Warrant”), and one warrant to purchase one share of common stock. The public offering price for each Unit was $1.50 and the public offering price for each Pre-Funded Unit was $1.49.

Common Warrants issued to investors in the January 2024 Public Units Offering have an exercise price of $1.65 per share, were immediately exercisable upon issuance and will remain exercisable until the date that is five years after their original issuance. The Pre-Funded warrants have an exercise price of $0.01 per share, are immediately exercisable and will remain exercisable until exercised in full. The gross proceeds from the January 2024 Public Units Offering, before deducting underwriting discounts and commissions and other public offering expenses payable by the Company were approximately $10.2 million (excluding any proceeds that may be received upon the exercise of the Common Warrants or the Pre-Funded warrants).

Concurrently with the completion of the January 2024 Public Units Offering, the Company sold 1.2 million Units at a purchase price of $1.73 per Unit to the Schuler Trust, which satisfied the Schuler Purchase Obligation and an aggregate of 33,332 Units at a purchase price of $1.50 per Unit to the Company’s Chief Executive Officer and Chief Financial Officer, in each case, in a private placement offering. The gross proceeds from the private placement, before deducting underwriting discounts and commissions and other expenses payable by the Company were approximately $2.0 million (excluding any proceeds that may be received upon the exercise of the Common Warrants).

Pursuant to the subscription agreement entered into between the Schuler Trust and the Company in connection with the private placement offering of Units, the Schuler Trust also agreed to purchase an additional 1.6 million Units at a purchase price of $1.73 per unit on or before May 20, 2024. On May 20, 2024, the Company completed the sale of such additional Units to the Schuler trust for gross proceeds of approximately $2.7 million (before deducting underwriting discounts and commissions and other expenses payable by the Company and excluding any proceeds that may be received upon the exercise of the Common Warrants).

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2024.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these financial statements in conformity

with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no material changes to our critical accounting policies and estimates discussed in Part II, Item 7 of the 2023 10-K, except as it relates to the accounting for the warrants issued in the January 2024 Public Units Offering and related private placement offerings as described in the notes to the accompanying condensed consolidated financial statements (see Item 1, Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies and Item 1, Note 17, Stockholders' Deficit for additional information).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2024 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2024 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to various claims and legal actions in the ordinary course of our business. We believe that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on our results of operations or financial condition.

Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risks discussed in the section entitled “Risk Factors” in the 2023 10-K and the risk factor described below, which could materially affect our business, financial condition or future results. The risks described in the 2023 10-K and below are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, results of operations, cash flows and financial position.

Risks Related to Our Common Stock

Our common stock may be delisted from The Nasdaq Capital Market, which could affect its market price and liquidity. In addition, if our common stock is delisted, we would be required to offer to repurchase our 5.00% Notes and, if unable to do so, would be in default under our 5.00% Notes and our obligations under our 16.00% Notes may be accelerated.

We are required to continually meet Nasdaq’s listing requirements in order to maintain the listing of our common stock on The Nasdaq Capital Market. As described in a Current Report on Form 8-K filed with the SEC on March 5, 2024, we received written notice from Nasdaq’s Listing Qualifications Staff (the “Staff”) on March 4, 2024 notifying us that for the last 31 consecutive business days prior to the date of such notice, our Market Value of Listed Securities (as defined under Nasdaq rules) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq rules, Nasdaq has provided us with 180 calendar days, or until September 3, 2024 (the “MVLS Compliance Date”), to regain compliance with the MVLS Requirement. If, at any time before the Compliance Date, the market value of our common stock (calculated in accordance with Nasdaq rules) closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation to us and close the matter.

If we do not regain compliance with the MVLS Requirement by the MVLS Compliance Date, the Staff will provide written notification to us that our common stock will be subject to delisting. At that time, we may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel. We are evaluating potential actions to regain compliance with the MVLS Requirement, and we intend to actively monitor the market value of our common stock. There can be no assurance that we will regain compliance with the MVLS Requirement or otherwise maintain compliance with any of the other Nasdaq listing requirements.

Any delisting of our common stock from The Nasdaq Capital Market or any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) would be a “Fundamental Change” under our 5.00% Notes, which would trigger a right by the holders thereof to require us to repurchase the then outstanding 5.00% Notes. In such an event, we would need to seek financing to repurchase the 5.00% Notes, and there is no guarantee that such financing would be available or on terms acceptable to us. If noteholders demanded a repurchase of such 5.00% Notes and we were unable to finance the repurchase, or if we failed to deliver notice of the noteholders’ right to repurchase, we would be in default under the 5.00% Notes Indenture. Such default would also constitute an event of default under the 16.00% Notes Indenture and the holders of the 16.00% Notes would have the right, but not the obligation, to declare all of the outstanding amounts owing thereunder due and payable as well. As a result, in the event our common stock is delisted, we would likely have to seek some combination of waivers from our noteholders and seek new capital through the sale of equity or debt securities on terms that may be onerous or highly dilutive. If we are unable to obtain such waivers or raise new capital to meet these obligations if they become due, we may have to delay expenditures, reduce the scope of our operations, reduce or eliminate one or more of our research and development activities, make

significant changes to our operating plan, pursue a merger or other transaction involving a change of control, restructure our outstanding debt, seek relief under the Chapter 11, or cease our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the quarter ended June 30, 2024, other than as reported in our Current Reports on Form 8-K filed with the SEC.

We did not purchase any shares of our common stock during the six months ended June 30, 2024.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 29, 2024, each of Jack Phillips, the Company’s President, Chief Executive Officer and member of the board of directors, David Patience, the Company’s Chief Financial Officer, and Lawrence Mertz, the Company’s Chief Technology Officer, were granted restricted stock units (“RSUs”) and performance stock units (“PSU’s”). In accordance with the applicable award agreements relating to such grants, each of these executive officers entered into “sell-to-cover” arrangements that constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K), mandatorily authorizing the pre-arranged sale of shares to satisfy tax withholding obligations arising solely from the vesting of the RSUs and PSUs, as applicable, and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under these arrangements will be dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs and PSUs, as applicable. The duration of each these arrangements is until the final vesting date of the applicable RSUs or PSUs, or each officer’s earlier termination of employment.

Item 6. Exhibits


Exhibit No.	Description	Filing Information
3.1	Certificate of Incorporation of Registrant	Incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 13, 2012
3.1.1	Certificate of Amendment to Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit A to the Registrant’s Definitive Information Statement on Schedule 14C filed on July 12, 2013
3.1.2	Certificate of Amendment to Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 15, 2016
3.1.3	Certificate of Amendment to the Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2019
3.1.4	Certificate of Amendment to the Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2021
3.1.5	Certificate of Designation of the Series A Preferred Stock of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2021
3.1.6	Certificate of Amendment to the Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 17, 2022
3.1.7	Certificate of Amendment to the Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2023
3.1.8	Certificate of Amendment to the Certificate of Incorporation of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 13, 2023
3.2	Amended and Restated Bylaws of Registrant	Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 8, 2019
3.2.1	Amendment No. 1 to the Amended and Restated Bylaws of Registrant	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2022
10.1	Second Amendment to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2024
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ACCELERATE DIAGNOSTICS, INC.


August 8, 2024			/s/ Jack Phillips
			Jack Phillips President and Chief Executive Officer
			(Principal Executive Officer)

August 8, 2024			/s/ David Patience
			David Patience Chief Financial Officer
			(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Phillips, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Accelerate Diagnostics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 8, 2024			/s/ Jack Phillips
			Jack Phillips President and Chief Executive Officer
			(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Patience, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Accelerate Diagnostics, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 8, 2024			/s/ David Patience
			David Patience Chief Financial Officer
			(Principal Financial and Accounting Officer)

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned officers of Accelerate Diagnostics, Inc. (the “Company”) hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


August 8, 2024			/s/ Jack Phillips
			Jack Phillips President and Chief Executive Officer
			(Principal Executive Officer)

August 8, 2024			/s/ David Patience
			David Patience Chief Financial Officer
			(Principal Financial and Accounting Officer)

COVER PAGE - shares	6 Months Ended
COVER PAGE - shares	Jun. 30, 2024	Aug. 05, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-31822
Entity Registrant Name	ACCELERATE DIAGNOSTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1072256
Entity Address, Address Line One	3950 South Country Club Road,
Entity Address, Address Line Two	Suite 470
Entity Address, City or Town	Tucson,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85714
City Area Code	520
Local Phone Number	365-3100
Title of 12(b) Security	Common Stock, $0.001 par
Trading Symbol	AXDX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		23,679,383
Entity Central Index Key	0000727207
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 8,588	$ 12,138
Investments	1,158	1,081
Trade accounts receivable, net	2,289	2,622
Inventory	3,223	3,310
Prepaid expenses	798	380
Purchase obligation put option asset	0	3,419
Other current assets	1,114	1,516
Total current assets	17,170	24,466
Property and equipment, net	3,100	2,389
Finance lease assets, net	928	1,518
Operating lease right of use assets, net	787	1,177
Other non-current assets	882	1,816
Total assets	22,867	31,366
Current liabilities:
Accounts payable	3,759	4,796
Accrued liabilities	2,704	3,243
Accrued interest	144	164
Deferred revenue and income, current	791	1,545
Current portion of convertible notes	0	726
Common warrant liability	4,807	0
Finance lease, current	251	583
Operating lease, current	957	977
Total current liabilities	13,413	12,034
Finance lease, non-current	57	262
Operating lease, non-current	83	570
Deferred income, non-current	1,134	1,122
Other non-current liabilities	2,005	1,164
Convertible notes, non-current	41,062	36,102
Total liabilities	57,754	51,254
Commitments (see Note 14)
Stockholders’ deficit:
Preferred shares, $0.001 par value; 5,000,000 preferred shares authorized with no shares issued and outstanding on June 30, 2024 and December 31, 2023	0	0
Common stock, $0.001 par value; $450,000,000 common shares authorized with 23,679,383 shares issued and outstanding on June 30, 2024 and 14,569,500 shares issued and outstanding on December 31, 2023	24	14
Contributed capital	705,280	694,634
Treasury stock	(45,067)	(45,067)
Accumulated deficit	(694,675)	(668,857)
Accumulated other comprehensive loss	(449)	(612)
Total stockholders’ deficit	(34,887)	(19,888)
Total liabilities and stockholders’ deficit	$ 22,867	$ 31,366

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	450,000,000	450,000,000
Common stock, shares issued (in shares)	23,679,383	14,569,500
Common stock, shares outstanding (in shares)	23,679,383	14,569,500

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net sales	$ 2,986,000	$ 2,921,000	$ 5,907,000	$ 5,733,000
Cost of sales	2,310,000	2,122,000	4,508,000	3,923,000
Gross profit	676,000	799,000	1,399,000	1,810,000
Costs and expenses:
Research and development	3,903,000	5,820,000	9,076,000	12,788,000
Sales, general and administrative	5,379,000	7,564,000	11,084,000	17,669,000
Total costs and expenses	9,282,000	13,384,000	20,160,000	30,457,000
Loss from operations	(8,606,000)	(12,585,000)	(18,761,000)	(28,647,000)
Other income (expense):
Gain on extinguishment of accounts payable	743,000	0	743,000	0
Loss on fair value adjustments	(1,002,000)	(5,030,000)	(2,219,000)	(5,030,000)
Foreign currency exchange gain (loss)	(263,000)	25,000	(244,000)	258,000
Interest income	116,000	255,000	316,000	675,000
Other income (expense), net	13,000	40,000	(614,000)	85,000
Total other expense, net	(2,982,000)	(19,994,000)	(7,057,000)	(20,727,000)
Net loss before income taxes	(11,588,000)	(32,579,000)	(25,818,000)	(49,374,000)
Provision for income taxes	0	(156,000)	0	(156,000)
Net loss	$ (11,588,000)	$ (32,735,000)	$ (25,818,000)	$ (49,530,000)
Basic net loss per share (in usd per share)	$ (0.50)	$ (2.97)	$ (1.16)	$ (4.75)
Diluted net loss per share (in usd per share)	$ (0.50)	$ (2.97)	$ (1.16)	$ (4.75)
Basic weighted average shares outstanding (in shares)	23,058	11,009	22,250	10,420
Diluted weighted average shares outstanding (in shares)	23,058	11,009	22,250	10,420
Other comprehensive loss:
Net loss	$ (11,588,000)	$ (32,735,000)	$ (25,818,000)	$ (49,530,000)
Net unrealized gain on debt securities available for sale	0	4,000	0	28,000
Foreign currency translation adjustment	169,000	(26,000)	163,000	(281,000)
Comprehensive loss	(11,419,000)	(32,757,000)	(25,655,000)	(49,783,000)
Nonrelated Party
Other income (expense):
Interest expense	(2,589,000)	(1,175,000)	(5,039,000)	(1,593,000)
Loss on extinguishment of debt	0	(6,550,000)	0	(6,550,000)
Related Party
Other income (expense):
Interest expense	0	(804,000)	0	(1,817,000)
Loss on extinguishment of debt	$ 0	$ (6,755,000)	$ 0	$ (6,755,000)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (11,588,000)	$ (32,735,000)	$ (25,818,000)	$ (49,530,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			1,735,000	1,617,000
Provision for bad debts	59,000	0	78,000	0
Equity-based compensation			2,263,000	2,208,000
Loss on disposal of property and equipment			87,000	68,000
Unrealized gain on equity investments	(13,000)	(40,000)	(66,000)	(90,000)
Units offering issuance cost			680,000	0
Gain on extinguishment of accounts payable	(743,000)	0	(743,000)	0
Loss on fair value adjustments	1,002,000	5,030,000	2,219,000	5,030,000
Paid-in-Kind (PIK) Interest			1,689,000	0
(Increase) decrease in assets:
Accounts receivable			265,000	74,000
Inventory			(139,000)	(30,000)
Prepaid expense and other			85,000	(77,000)
Increase (decrease) in liabilities:
Accounts payable			(644,000)	(451,000)
Accrued liabilities and other			(278,000)	348,000
Deferred revenue and income			(742,000)	(69,000)
Net cash used in operating activities			(16,035,000)	(24,188,000)
Cash flows from investing activities:
Purchases of equipment			(515,000)	(167,000)
Maturities of marketable securities			0	9,291,000
Net cash (used in) provided by investing activities			(515,000)	9,124,000
Cash flows from financing activities:
Units offering issuance cost			(884,000)	0
Payments on finance leases	(471,000)	(462,000)	(537,000)	(540,000)
Proceeds from issuance of convertible notes			0	10,000,000
Transaction costs related to debt and equity issuances			0	(3,731,000)
Payment of debt			(726,000)	0
Net cash provided by financing activities			12,835,000	9,729,000
Effect of exchange rate on cash			165,000	(288,000)
Decrease in cash and cash equivalents			(3,550,000)	(5,623,000)
Cash and cash equivalents, beginning of period			12,138,000	34,905,000	$ 34,905,000
Cash and cash equivalents, end of period	8,588,000	29,282,000	8,588,000	29,282,000	$ 12,138,000
Non-cash investing activities:
Net transfer of instruments from inventory to property and equipment			183,000	88,000
Non-cash financing activities:
Extinguishment of 5.00% Notes through issuance of common stock			43,000	0
Exchange of 2.50% Notes and accrued interest for 5.00% Convertible Senior Notes (the “5.00% Notes”)			0	56,893,000
Debt premium on issuance of 5.00% Notes			0	6,023,000
Bifurcated derivative liability			0	38,160,000
Supplemental cash flow information:
Interest paid			33,000	0
Convertible Notes
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and issuance costs	$ 1,718,000	$ 510,000	3,314,000	692,000
5.00% Convertible Notes Due 2026 \| Convertible Notes
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on extinguishment of debt			$ 0	$ 0
Supplemental cash flow information:
Interest rate	5.00%	5.00%	5.00%	5.00%	5.00%
Nonrelated Party
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and issuance costs			$ 3,314,000	$ 692,000
Loss on extinguishment of debt	$ 0	$ 6,550,000	0	6,550,000
Increase (decrease) in liabilities:
Accrued interest			(20,000)	900,000
Cash flows from financing activities:
Proceeds from issuance of Units			10,232,000	0
Related Party
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and issuance costs			0	1,033,000
Loss on extinguishment of debt	$ 0	$ 6,755,000	0	6,755,000
Increase (decrease) in liabilities:
Accrued interest			0	784,000
Cash flows from financing activities:
Proceeds from issuance of Units			4,750,000	4,000,000
Non-cash financing activities:
Capital contribution from the exchange of secured note and accrued interest through the issuance of common stock with related party			$ 0	$ 25,363,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - Convertible Notes	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
5.00% Convertible Notes Due 2026
Interest rate	5.00%		5.00%	5.00%	5.00%
2.50% Convertible Notes Due 2023
Interest rate	2.50%	2.50%	2.50%	2.50%		2.50%	2.50%

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Total	Preferred stock	Common stock	Common stock Nonrelated Party	Common stock Related Party	Contributed capital	Contributed capital Nonrelated Party	Contributed capital Related Party	Accumulated deficit	Treasury stock	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2022		3,955,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of preferred stock into common stock with related party (in shares)		(3,955,000)			(396,000)
Ending balance (in shares) at Jun. 30, 2023		0
Beginning balance at Dec. 31, 2022		$ 4	$ 10			$ 630,428			$ (607,239)	$ (45,067)	$ (400)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of preferred stock into common stock with related party		(4)
Ending balance at Jun. 30, 2023	$ (38,663)	$ 0	$ 14			663,812			(656,769)	(45,067)	(653)
Beginning balance (in shares) at Dec. 31, 2022			9,749,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)					488,000
Restricted stock awards released (in shares)			293,000
Issuance of shares to retire secured promissory note with related party ( in shares)					3,432,000
Ending balance (in shares) at Jun. 30, 2023			14,358,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock					$ 1		$ 3,996
Capital contribution from modification of securities purchase agreement with related party						1,805
Issuance of shares to retire secured promissory note with related party			$ 3			25,363
Issuance of shares to retire convertible notes						0
Equity-based compensation						2,177
Reclassification of common stock par value due to reverse stock split						43
Net loss	(49,530)								(49,530)
Net unrealized gain on debt securities available-for-sale	28										27
Foreign currency translation adjustment	(281)										(280)
Beginning balance (in shares) at Mar. 31, 2023		3,955,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of preferred stock into common stock with related party (in shares)		(3,955,000)			(396,000)
Ending balance (in shares) at Jun. 30, 2023		0
Beginning balance at Mar. 31, 2023		$ 4	10			630,992			(624,034)	(45,067)	(631)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of preferred stock into common stock with related party		(4)
Ending balance at Jun. 30, 2023	(38,663)	$ 0	$ 14			663,812			(656,769)	(45,067)	(653)
Beginning balance (in shares) at Mar. 31, 2023			9,964,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)					488,000
Restricted stock awards released (in shares)			78,000
Issuance of shares to retire secured promissory note with related party ( in shares)					3,432,000
Ending balance (in shares) at Jun. 30, 2023			14,358,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock					$ 1		3,996
Capital contribution from modification of securities purchase agreement with related party						1,805
Issuance of shares to retire secured promissory note with related party			$ 3			25,363
Equity-based compensation						1,615
Reclassification of common stock par value due to reverse stock split						41
Net loss	(32,735)								(32,735)
Net unrealized gain on debt securities available-for-sale	4										3
Foreign currency translation adjustment	$ (26)										(25)
Beginning balance (in shares) at Dec. 31, 2023	0	0
Ending balance (in shares) at Jun. 30, 2024	0	0
Beginning balance at Dec. 31, 2023	$ (19,888)	$ 0	14			694,634			(668,857)	(45,067)	(612)
Ending balance at Jun. 30, 2024	$ (34,887)	$ 0	$ 24			705,280			(694,675)	(45,067)	(449)
Beginning balance (in shares) at Dec. 31, 2023	14,569,500		14,570,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)				5,765,000	2,750,000
Restricted stock awards released (in shares)			585,000
Issuance of shares to retire convertible notes and derivative (in shares)			11,000
Ending balance (in shares) at Jun. 30, 2024	23,679,383		23,681,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock				$ 6	$ 3		4,370	$ 2,964
Restricted stock awards released			$ 1
Pre-funded warrants, net issuance costs						1,077
Issuance of shares to retire convertible notes						43
Equity-based compensation						2,192
Reclassification of common stock par value due to reverse stock split						0
Net loss	$ (25,818)								(25,818)
Net unrealized gain on debt securities available-for-sale	0										0
Foreign currency translation adjustment	$ 163										163
Beginning balance (in shares) at Mar. 31, 2024		0
Ending balance (in shares) at Jun. 30, 2024	0	0
Beginning balance at Mar. 31, 2024		$ 0	22			702,971			(683,087)	(45,067)	(618)
Ending balance at Jun. 30, 2024	$ (34,887)	$ 0	$ 24			705,280			(694,675)	$ (45,067)	(449)
Beginning balance (in shares) at Mar. 31, 2024			21,812,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)					1,561,000
Restricted stock awards released (in shares)			308,000
Ending balance (in shares) at Jun. 30, 2024	23,679,383		23,681,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock					$ 2		$ 0	$ 1,373
Pre-funded warrants, net issuance costs						0
Issuance of shares to retire convertible notes						0
Equity-based compensation						$ 936
Net loss	$ (11,588)								$ (11,588)
Net unrealized gain on debt securities available-for-sale	0
Foreign currency translation adjustment	$ 169										$ 169

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

All amounts are rounded to the nearest thousand dollars unless otherwise indicated.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances.

Liquidity and Going Concern

Use of Estimates

Estimated Fair Value of Financial Instruments

•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

See Note 4, Fair Value of Financial Instruments, for further information and related disclosures regarding the Company’s fair value measurements.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less at time of purchase are

Investments

Accounts Receivable

The allowance for credit losses over trade receivables and net investment in sales-type leases for the three and six months ended June 30, 2024 and 2023 is comprised of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	559	$	314	$	590	$	324
Provisions, net	59		—		78		—
Write-offs	(33)		—		(83)		(10)
Ending balance	$	585	$	314	$	585	$	314

Inventory

The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable.

See Note 6, Inventory, for further information and related disclosures.

Property and Equipment

Instruments Classified as Property and Equipment

See Note 7, Property and Equipment, for further information and related disclosures.

Long-lived Assets

Warranty Reserve

Product warranty reserve activity for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	168	$	221	$	194	$	225
Provisions (reversals), net	52		153		84		187
Warranty cost incurred	(39)		(192)		(97)		(230)
Ending balance	$	181	$	182	$	181	$	182

Convertible Notes

Accounting for Derivatives

See Note 9, Convertible Notes for further information regarding the Conversion Option.

Warrants

See Note 17, Stockholders' Deficit for further information and related disclosures.

Revenue Recognition

The Company determines revenue recognition through the following steps:

•Identification of the contract with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations

•Recognition of revenue as we satisfy a performance obligation

Shipping and Handling

Leases

Leases as Lessee

Leases as Lessor

Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers.

See Note 15, Leases for further information.

Nonqualified Cash Deferral Plan

Equity-Based Compensation

•Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award.

•Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term.

•Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future.

The Company accounts for forfeitures as they occur rather than on an estimated basis.

The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date.

See Note 12, Employee Equity-Based Compensation for further information.

Deferred Tax Assets and Liabilities

Foreign Currency Translation and Foreign Currency Transactions

Loss Per Share

See Note 11, Loss Per Share, for further information.

Comprehensive Loss

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	6 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Standards Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements.

CONCENTRATION OF CREDIT RISK	6 Months Ended
CONCENTRATION OF CREDIT RISK	Jun. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	NOTE 3. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable, including receivables from major customers. As of June 30, 2024, two of the Company's financial institutions held 22% and 65% of the Company’s cash and cash equivalents. As of December 31, 2023, two of the Company’s financial institutions held 25% and 61% of the Company’s cash and cash equivalents. The Company grants credit to domestic and international customers in various industries. Exposure to losses on accounts receivable is principally dependent on each customer’s financial position. The Company had one customer that accounted for 15% and 13% of the Company’s net accounts receivable balance as of June 30, 2024 and December 31, 2023, respectively. The Company had one customer that represented 12% of the Company’s net sales for the three and six months ended June 30, 2024 and 10% of the Company’s net sales for the three and six months ended June 30, 2023.

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis


	June 30, 2024
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	5,632	$	—	$	—	$	5,632
Total cash and cash equivalents	5,632		—		—		5,632
Equity investments:
Mutual funds	1,158		—		—		1,158
Total equity investments	1,158		—		—		1,158
Total assets measured at fair value	$	6,790	$	—	$	—	$	6,790
Liabilities:
Common Warrants	$	—	$	—	$	4,807	$	4,807


	December 31, 2023
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	7,406	$	—	$	—	$	7,406
Total cash and cash equivalents	7,406		—		—		7,406
Equity investments:
Mutual funds	1,081		—		—		1,081
Total equity investments	1,081		—		—		1,081






Purchase obligation put option asset	—		—		3,419		3,419
Total assets measured at fair value	$	8,487	$	—	$	3,419	$	11,906

Level 1 assets are priced using quoted prices in active markets for identical assets which include money market funds, U.S. Treasury securities and mutual funds as these specific assets are liquid;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

For certain other financial assets and liabilities, including trade accounts receivable, accounts payable and

other current liabilities, the carrying amounts approximate their fair values due to the relatively short maturity of these balances.

Liabilities for Which Fair Value Is Only Disclosed

INVESTMENTS

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

NOTE 5. INVESTMENTS

Equity securities are comprised of investments in mutual funds. The fair value of equity securities at June 30, 2024 and December 31, 2023 was $1.2 million and $1.1 million, respectively

Unrealized gains or losses on equity securities recorded in other income (expense), net during the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Unrealized gain on equity investments	$	13	$	40	$	66	$	90

Additional information regarding the fair value of our financial instruments is included in Note 4, Fair Value of Financial Instruments.

INVENTORY

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY

NOTE 6. INVENTORY

Inventories consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Raw materials	$	1,408	$	1,268
Work in process	512		648
Finished goods	1,303		1,394
Total inventory	$	3,223	$	3,310

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7. PROPERTY AND EQUIPMENT

Property and equipment, net is recorded at cost and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Computer equipment	$	3,567	$	3,464
Technical equipment	4,232		3,135
Facilities	3,688		3,688
Instruments	3,024		3,004
Capital projects in progress	225		109
Total property and equipment	14,736		13,400
Accumulated depreciation	(11,636)		(11,011)
Property and equipment, net	$	3,100	$	2,389

Depreciation expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	351	$	354	$	682	$	709

Instruments at cost and related accumulated depreciation where the Company is the lessor under operating leases consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Instruments at cost under operating leases	$	2,144	$	2,010
Accumulated depreciation under operating leases	(1,359)		(1,194)
Property and equipment under operating leases, net	$	785	$	816

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

NOTE 8. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Contract liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Products and services not yet delivered	$	383	$	540
BD deferred exclusivity fee	408		1,005
Deferred revenue and income, current	$	791	$	1,545

Australia R&D tax incentive	$	1,134	$	1,122
Total deferred income, non-current	$	1,134	$	1,122

Transaction Price Allocated to Remaining Performance Obligations

Commercial Agent Relationship with Becton, Dickinson and Company (“BD”)

The following table presents the activity related to the BD commercial agreement for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Exclusivity fees received	$	—	$	750	$	—	$	750
Amortized exclusivity fees	(332)		(642)		(597)		(642)
Agent fees incurred	222		280		434		515
Net expense	$	(110)	$	(362)	$	(163)	$	(127)

Australia R&D Tax Incentive

CONVERTIBLE NOTES

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTE 9. CONVERTIBLE NOTES

The Company’s outstanding convertible notes consisted of the 5.00% Notes as of June 30, 2024, and the 2.50% Notes and the 5.00% Notes as of December 31, 2023.

As of June 30, 2024 and December 31, 2023, the convertible note obligations were classified as follows in the condensed consolidated balance sheets (in thousands):


	June 30, 2024		December 31, 2023
2.50% Notes	$	—	$	726
5.00% Notes	41,062		36,102
Total convertible notes	$	41,062	$	36,828
Current portion of convertible notes	$	—	$	726
Convertible notes, non-current	$	41,062	$	36,102

Interest expense related to the Company’s convertible note obligations consisted of the following for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Contractual coupon interest	$	848	$	656	$	1,693	$	892
Amortization of premium, discount and issuance costs, net	1,718		510		3,314		692
Total interest expense on convertible notes	$	2,566	$	1,166	$	5,007	$	1,584

2.50% Notes

The carrying value of the 2.50% Notes was included in current portion of convertible notes and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal	$	—	$	726
Unamortized debt issuance	—		—
Net carrying amount	$	—	$	726

Restructuring Support Agreement and June 2023 Restructuring Transactions

•Issued and sold an additional $10.0 million aggregate principal amount of 5.00% Notes;

•Amended and repurchased the Secured Note, plus accrued interest, by issuing approximately 3.4 million shares of the Company’s common stock;

•Issued approximately 0.4 million shares of the Company’s common stock upon conversion of all of the Company’s outstanding Series A Preferred Stock;

•Entered into the Schuler Purchase Obligation pursuant to which the Schuler Trust was required, prior to

Further details regarding the Secured Note, March 2022 Securities Purchase Agreement, Series A Preferred Stock, and Schuler Purchase Obligation are included in Note 10, Related-Party Transactions.

5.00% Notes

The carrying value of the 5.00% Notes consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal at par	$	69,243	$	67,634
Unamortized debt premium	4,834		5,408
Unamortized debt discount	(30,625)		(34,267)
Unamortized debt issuance costs	(2,390)		(2,673)
Net carrying amount	$	41,062	$	36,102

The 5.00% Notes are secured by substantially all of the assets of the Company and its subsidiaries.

Option, the Company can settle in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.

As of June 30, 2024, the number of shares of common stock issuable upon conversion of the 5.00% Notes was 9.6 million shares, based on the Fixed Conversion Rate.


	June 30, 2024		December 31, 2023
Coupon rate	5.00	%	5.00	%
Term (years)	2.5		3.0
Volatility	55.00	%	55.00	%
Risk-free rate	4.67	%	4.02	%
Discount yield	27.00	%	25.00	%

As of both June 30, 2024 and December 31, 2023, $0.1 million of accrued interest related to the 5.00% Notes is included on the condensed consolidated balance sheets.

RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED-PARTY TRANSACTIONS

NOTE 10. RELATED-PARTY TRANSACTIONS

March 2022 Securities Purchase Agreement

August 2022 Exchange Agreement

Secured Note Amendment and Exchange

Conversion of Series A Preferred Stock to Common Stock

Schuler Purchase Obligation


	December 31, 2023
Stock price	$	3.92
Exercise price	$	7.20
Term (years)	0.13
Volatility	55.00		%
Risk-free rate	5.55		%
Fixed commitment purchase price (in thousands)	$	10,000
Number of Shares	1,387,949
Obligation probability	75.00		%

LOSS PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 11. LOSS PER SHARE


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024	2023	2024	2023
Shares issuable upon the release of RSUs	3,601	1,193	3,601	1,193
Shares issuable upon exercise of stock options	333	405	333	405
Shares issuable upon the exercise of the 2022 Warrant	247	247	247	247
Shares issuable upon the exercise of the Common Warrants	9,613	—	9,613	—
	13,794	1,845	13,794	1,845

Potentially dilutive common shares also include the following:

5.00% Notes

EMPLOYEE EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

EMPLOYEE EQUITY-BASED COMPENSATION

NOTE 12. EMPLOYEE EQUITY-BASED COMPENSATION

The following table summarizes option activity under the Company's equity-based compensation plans for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Exercise Price per Share
Options outstanding January 1, 2024	369,839	$	148.40
Granted	—	—
Forfeited	(11,200)	36.67
Exercised	—	—
Expired	(26,046)	160.05
Options outstanding June 30, 2024	332,593	$	151.25

The following table shows summary information for outstanding options and options that are exercisable (vested) as of June 30, 2024:


	Options Outstanding		Options Exercisable
Number of options	332,593		308,815
Weighted average remaining contractual term (in years)	4.48		4.27
Weighted average exercise price	$	151.25	$	158.49
Weighted average fair value	$	—	$	—
Aggregate intrinsic value (in thousands)	$	—	$	—

The following table summarizes RSU activity for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding January 1, 2024	1,239,436	$	9.15
Granted	3,157,438	1.30
Forfeited	(212,417)	5.70
Released	(583,351)	4.02
Outstanding June 30, 2024	3,601,106	$	3.30

The table below summarizes equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	34	$	98	$	92	$	188
Research and development	164		256		543		861
Sales, general and administrative	768		1,299		1,628		1,159
	$	966	$	1,653	$	2,263	$	2,208

The table below summarizes share-based compensation cost capitalized to inventory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost capitalized to inventory	$	19	$	35	$	109	$	109

INCOME TAXES

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13. INCOME TAXES

The following represents the total amount of unrecognized tax benefits as of June 30, 2024 (in thousands):


Balance as of December 31, 2023	$	8,844
Increases for six months ended June 30, 2024	—
Balance as of June 30, 2024	$	8,844

Australia R&D Tax Incentive

authority is uncertain. The Company does not currently believe it is probable that any penalties or interest would be assessed to the extent that the credit is not sustained.

COMMITMENTS	6 Months Ended
COMMITMENTS	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 14. COMMITMENTS In April 2022, the Company entered into a non-cancellable purchase obligation with a supplier to acquire raw materials related to the development and commercialization of its next generation Accelerate WAVE™ system for a total commitment of $11.9 million. Under the terms of this agreement the Company has until March 15, 2027 to take delivery of purchased items. As of June 30, 2024, the commitment remains $11.9 million as the Company has taken no deliveries of the related inventory.

LEASES

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

NOTE 15. LEASES

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308


	Sales-Type
Remainder of 2024	$	683
2025	869
2026	529
2027	66
2028	—
Thereafter	—
Net investment in sales-type leases	2,147

Allowances	(481)
Net investment in sales-type leases, net of allowances	$	1,666

For more information on leases, see Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies.

LEASES

NOTE 15. LEASES

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308


	Sales-Type
Remainder of 2024	$	683
2025	869
2026	529
2027	66
2028	—
Thereafter	—
Net investment in sales-type leases	2,147

Allowances	(481)
Net investment in sales-type leases, net of allowances	$	1,666

For more information on leases, see Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies.

LEASES

NOTE 15. LEASES

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308


	Sales-Type
Remainder of 2024	$	683
2025	869
2026	529
2027	66
2028	—
Thereafter	—
Net investment in sales-type leases	2,147

Allowances	(481)
Net investment in sales-type leases, net of allowances	$	1,666

For more information on leases, see Note 1, Organization and Nature of Business; Basis of Presentation; Principles of Consolidation; Significant Accounting Policies.

GEOGRAPHIC AND REVENUE DISAGGREGATION

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

GEOGRAPHIC AND REVENUE DISAGGREGATION

NOTE 16. GEOGRAPHIC AND REVENUE DISAGGREGATION

As of June 30, 2024 and December 31, 2023, accounts receivable balances due from foreign customers, in U.S. dollars, were $0.6 million and $0.9 million, respectively.

The following presents total net sales by geographic territory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Domestic	$	2,564	$	2,619	$	5,184	$	5,035
Foreign	422		302		723		698
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

The following presents total net sales by products and services for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Products	$	2,630	$	2,565	$	5,119	$	5,009
Services	356		356		788		724
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

The following presents long-lived assets, net by geographic territory as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Domestic	$	2,842	$	2,139
Foreign	258		250
Net long-lived assets	$	3,100	$	2,389

STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 17. STOCKHOLDERS' DEFICIT

January 2024 Units Offering

Fair Value of the Common Warrants

The table below summarizes the significant inputs used to estimate the fair value of the Common Warrant liability as of June 30, 2024 and January 23, 2024:


	June 30, 2024			January 23, 2024
Exercise price	$	1.65		$	1.65
Term (years)	4.6			5.0
Volatility	58.50		%	55.00		%
Risk-free rate	4.38		%	4.06		%
Dividend yield	0.00		%	0.00		%

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 18. SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. The Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), dated August 8, 2024, with certain investors named therein. Pursuant to the Note Purchase Agreement, the certain investors purchased $15 million in aggregate principal amount of the Company’s 16.00% Super-Priority Senior Secured PIK Notes due 2025 (the “16.00% Notes”) from the Company. The sale of the 16.00% Notes pursuant to the Note Purchase Agreement is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.Contemporaneously with the Note Purchase Agreement, the Company also entered into an Indenture, dated August 8, 2024, with a trustee that provides that the 16.00% Notes will be secured by a super-priority security interest in the same collateral that secures the Company’s outstanding 5.00% Notes.The 16.00% Notes will mature on December 31, 2025, and will bear interest at a rate of 16.00% per annum, payable in kind. Interest on the 16.00% Notes will be payable by the Company quarterly in arrears on the last business day of each March, June, September and December, beginning on September 30, 2024. The Indenture contains customary events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 16.00% Notes representing at least a majority in aggregate principal amount of the outstanding 16.00% Notes, by notice to the Company and the Trustee, may declare 100% of the principal of, the premium (including the Exit Premium (as defined below)), and all accrued and unpaid interest on, all of the then outstanding 16.00% Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, the premium (including the Exit Premium), and all accrued and unpaid interest on, all of the then outstanding 16.00% Notes will automatically become immediately due and payable. Upon the occurrence of a change of control, the Company will be required to make an offer to repurchase all or any portion of the outstanding 16.00% Notes at a price in cash equal to 100% of the aggregate principal amount of the 16.00% Notes repurchased, plus the premium (including the Exit Premium), and all accrued and unpaid interest to, but excluding, the date or repurchase. Upon the occurrence of any repayment (including in connection with a change of control or an asset sale) or redemption or acceleration upon any event of default, the Company is required to pay the investors a fee equal to a certain percentage of the aggregate principal amount of the 16.00% Notes then outstanding plus accrued and unpaid interest thereon, which fee shall be equal to 30.00% if any such event occurs on or prior to June 30, 2025 and equal to 42.50% if any such event occurs on July 1, 2025 and thereafter (the “Exit Premium”).The Company also contemporaneously entered into other customary ancillary agreements regarding the 16.00% Notes.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (11,588)	$ (32,735)	$ (25,818)	$ (49,530)

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
David Patience [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 29, 2024, each of Jack Phillips, the Company’s President, Chief Executive Officer and member of the board of directors, David Patience, the Company’s Chief Financial Officer, and Lawrence Mertz, the Company’s Chief Technology Officer, were granted restricted stock units (“RSUs”) and performance stock units (“PSU’s”). In accordance with the applicable award agreements relating to such grants, each of these executive officers entered into “sell-to-cover” arrangements that constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K), mandatorily authorizing the pre-arranged sale of shares to satisfy tax withholding obligations arising solely from the vesting of the RSUs and PSUs, as applicable, and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under these arrangements will be dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs and PSUs, as applicable. The duration of each these arrangements is until the final vesting date of the applicable RSUs or PSUs, or each officer’s earlier termination of employment.
Name	David Patience
Title	Chief Financial Officer
Non-Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 29, 2024
Jack Phillips [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 29, 2024, each of Jack Phillips, the Company’s President, Chief Executive Officer and member of the board of directors, David Patience, the Company’s Chief Financial Officer, and Lawrence Mertz, the Company’s Chief Technology Officer, were granted restricted stock units (“RSUs”) and performance stock units (“PSU’s”). In accordance with the applicable award agreements relating to such grants, each of these executive officers entered into “sell-to-cover” arrangements that constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K), mandatorily authorizing the pre-arranged sale of shares to satisfy tax withholding obligations arising solely from the vesting of the RSUs and PSUs, as applicable, and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under these arrangements will be dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs and PSUs, as applicable. The duration of each these arrangements is until the final vesting date of the applicable RSUs or PSUs, or each officer’s earlier termination of employment.
Name	Jack Phillips
Title	President, Chief Executive Officer and member of the board of directors
Non-Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 29, 2024
Lawrence Mertz [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 29, 2024, each of Jack Phillips, the Company’s President, Chief Executive Officer and member of the board of directors, David Patience, the Company’s Chief Financial Officer, and Lawrence Mertz, the Company’s Chief Technology Officer, were granted restricted stock units (“RSUs”) and performance stock units (“PSU’s”). In accordance with the applicable award agreements relating to such grants, each of these executive officers entered into “sell-to-cover” arrangements that constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K), mandatorily authorizing the pre-arranged sale of shares to satisfy tax withholding obligations arising solely from the vesting of the RSUs and PSUs, as applicable, and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under these arrangements will be dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs and PSUs, as applicable. The duration of each these arrangements is until the final vesting date of the applicable RSUs or PSUs, or each officer’s earlier termination of employment.
Name	Lawrence Mertz
Title	Chief Technology Officer
Non-Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 29, 2024

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 29, 2024. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures such as notes required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2024, or any future period. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. On July 11, 2023, the Company effected a one-for-ten reverse stock split (the “Reverse Stock Split”). Consequently, on the Company’s condensed consolidated balance sheets, the aggregate par value of the issued common stock was reduced by reclassifying the par value amount of the eliminated shares of common stock to additional paid-in capital. All per share amounts and outstanding shares, including all common stock equivalents, have been retroactively restated in the condensed consolidated financial statements and in the notes to the condensed consolidated financial statements for all periods presented to reflect the Reverse Stock Split.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to the collectability of receivables and related credit loss allowances, inventory valuation and related reserves, impairment of property and equipment, accrued liabilities, warranty liabilities, convertible notes, derivative instruments, fair value instruments, tax valuation accounts and uncertain tax positions, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates.
Estimated Fair Value of Financial Instruments	Estimated Fair Value of Financial Instruments The Company follows ASC 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories: •Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; •Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; •Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and other current liabilities approximate the related fair values due to the short-term maturities of these instruments.
Cash and Cash Equivalents	Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. government, the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
Investments	Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the condensed consolidated balance sheets at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of condensed consolidated statements of operations and comprehensive loss. The Company considers all debt securities to be available-for-sale, including those with maturity dates beyond 12 months, as they are available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive loss. The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security.
Accounts Receivable	Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. We assess collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, we consider historical collectability and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.
Inventory	Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first-out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, has a cost basis in excess of its estimated realizable value, or is considered in excess of demand. These types of inventory events could result in a charge to expense as appropriate. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable.
Property and Equipment and Instruments Classified as Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. When property and equipment are retired, sold or otherwise disposed of, the cost and accumulated depreciation are removed and any resulting gain or loss is included in the results of operations in the same line item as the underlying depreciation of the disposed asset. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one to ten years. Leasehold improvements are depreciated over the remaining life of the lease or the life of the asset, whichever is less. Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno® and Accelerate Arc™ systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense and losses from retirement of instruments used for sales demonstrations are recorded as a component of sales, general and administrative expenses. Depreciation expense and losses from retirement of instruments placed at customer sites pursuant to reagent rental agreements are recorded as a component of cost of sales. Depreciation expense and losses from retirement of instruments used in our laboratory and research are recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments.
Long-lived Assets	Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair values are insufficient to recover the carrying amount of the long-lived asset.
Warranty Reserve	Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty-day limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the condensed consolidated statements of operations and comprehensive loss.
Convertible Notes	Convertible Notes The Company follows Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) in accounting for its outstanding convertible notes. The convertible notes are accounted for as a liability measured at their amortized cost. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of such notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase, conversion or settlement.
Accounting for Derivatives	Accounting for Derivatives Upon issuance of the Company’s 5.00% Convertible Senior Notes due senior secured convertible notes due 2026 (the “5.00% Notes”), each holder has the right, at their option, to convert any portion to common stock (“Conversion Option”). The conversion price initially was not fixed and therefore, the Conversion Option represented a derivative financial instrument and was recorded at its estimated fair value as a derivative liability in the condensed consolidated balance sheets through October 17, 2023, the date at which the conversion price was fixed. Changes in the fair value of the derivative financial instrument were recognized in gain on fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The derivative liability was derecognized and reclassified to equity as of October 17, 2023 once the conversion price was fixed and after completion of the final mark-to-market fair value adjustment as of that date.
Warrants	Warrants The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants considering the authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants meet the definition of a liability pursuant to ASC 480 and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and satisfy additional conditions for equity classification. Warrants that are liability-classified, meet the definition of a derivative instrument, and do not qualify for any scope exceptions for derivative instrument accounting are measured at fair value at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. Warrants that are equity-classified are recorded as contributed capital on the condensed consolidated statements of stockholders’ deficit without further remeasurement.
Revenue Recognition and Shipping and Handling	Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenue. The Company determines revenue recognition through the following steps: •Identification of the contract with a customer •Identification of the performance obligations in the contract •Determination of the transaction price •Allocation of the transaction price to the performance obligations •Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation or transfer of control in sales to third party distributors consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by the Company’s sales force and external sales agents are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the three and six months ended June 30, 2024. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the condensed consolidated statements of operations and comprehensive loss.
Leases and Leases as Lessee	Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessee Operating and finance leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Short-term leases have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease payments for short-term leases are recognized within the condensed consolidated statements of operations and comprehensive loss in the period in which the obligation is incurred. Our operating lease consists of leased office, factory, and laboratory space in the U.S. with a term of six years, which contains penalizing, early-termination provisions. Our finance leases consist of leased equipment with two or three-year terms. Short-term leases consist of rental cars and copier leases.
Leases and Leases as Lessor	Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. In some of these contracts, the customer has an option to purchase the underlying asset at a specified price. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases is included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset. These amounts are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, purchase options (if any and if such option is reasonably certain to be exercised), and expected fair value of the instrument. See Note 15, Leases for further information.
Nonqualified Cash Deferral Plan	Nonqualified Cash Deferral Plan The Company’s Cash Deferral Plan (the “Deferral Plan”) provides certain key employees with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments’ fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan represents the scheduled amount the Company expects to pay and is included in accrued liabilities and other non-current liabilities in the condensed consolidated balance sheets.
Equity-Based Compensation	Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Annual bonus equity-based awards are typically granted based upon meeting goals and objectives for a given year as determined in the following year after the Company’s financials are prepared, final results are reasonably certain, and the compensation committee has authorized the awards. Given the compensation committee has unilateral authority to modify the amount of the awards, the criteria for payout, vesting terms, etc., the Company has elected a narrow approach to determining the grant date and, as such, the grant date is based on compensation committee approval. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service-based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. •Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. •Expected term: The estimated expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award. •Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. •Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company accounts for forfeitures as they occur rather than on an estimated basis. The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date.
Deferred Tax Assets and Liabilities	Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying condensed consolidated balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. Our ability to use our tax loss carryforwards to offset future taxable income for US federal and state income tax purposes may be limited pursuant to Internal Revenue Code Section 382 and similar provisions of US state tax law. The Company previously conducted a limited analysis of the impact of Section 382 which indicted that we have not been subject to an ownership change as defined by Section 382 for the tax years 2017 through 2022.
Foreign Currency Translation and Foreign Currency Transactions	Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the condensed consolidated statements of stockholders’ deficit. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the condensed consolidated statements of operations and comprehensive loss.
Loss Per Share	Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding (including shares underlying pre-funded warrants with only nominal cost to exercise) for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs, and warrants (other than Pre-Funded Warrants, which are already included in the weighted average number of common shares outstanding), as well as shares that would be outstanding if the 5.00% Notes were converted. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive.
Comprehensive Loss	Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds debt securities as available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars which is included as a component of comprehensive loss.
Standards Not Yet Adopted	Standards Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements.

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Allowance for Credit Losses

The allowance for credit losses over trade receivables and net investment in sales-type leases for the three and six months ended June 30, 2024 and 2023 is comprised of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	559	$	314	$	590	$	324
Provisions, net	59		—		78		—
Write-offs	(33)		—		(83)		(10)
Ending balance	$	585	$	314	$	585	$	314

Schedule of Product Warranty Reserve Activity

Product warranty reserve activity for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	168	$	221	$	194	$	225
Provisions (reversals), net	52		153		84		187
Warranty cost incurred	(39)		(192)		(97)		(230)
Ending balance	$	181	$	182	$	181	$	182

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis


	June 30, 2024
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	5,632	$	—	$	—	$	5,632
Total cash and cash equivalents	5,632		—		—		5,632
Equity investments:
Mutual funds	1,158		—		—		1,158
Total equity investments	1,158		—		—		1,158
Total assets measured at fair value	$	6,790	$	—	$	—	$	6,790
Liabilities:
Common Warrants	$	—	$	—	$	4,807	$	4,807


	December 31, 2023
	(in thousands)
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	7,406	$	—	$	—	$	7,406
Total cash and cash equivalents	7,406		—		—		7,406
Equity investments:
Mutual funds	1,081		—		—		1,081
Total equity investments	1,081		—		—		1,081






Purchase obligation put option asset	—		—		3,419		3,419
Total assets measured at fair value	$	8,487	$	—	$	3,419	$	11,906

INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Unrealized Gains or Losses on Equity Securities

Unrealized gains or losses on equity securities recorded in other income (expense), net during the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Unrealized gain on equity investments	$	13	$	40	$	66	$	90

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Raw materials	$	1,408	$	1,268
Work in process	512		648
Finished goods	1,303		1,394
Total inventory	$	3,223	$	3,310

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment and Depreciation Expense

Property and equipment, net is recorded at cost and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Computer equipment	$	3,567	$	3,464
Technical equipment	4,232		3,135
Facilities	3,688		3,688
Instruments	3,024		3,004
Capital projects in progress	225		109
Total property and equipment	14,736		13,400
Accumulated depreciation	(11,636)		(11,011)
Property and equipment, net	$	3,100	$	2,389

Depreciation expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	351	$	354	$	682	$	709

Schedule of Instruments at Cost and Related Accumulated Depreciation, Lessor

Instruments at cost and related accumulated depreciation where the Company is the lessor under operating leases consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Instruments at cost under operating leases	$	2,144	$	2,010
Accumulated depreciation under operating leases	(1,359)		(1,194)
Property and equipment under operating leases, net	$	785	$	816

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Contract Liabilities

Contract liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Products and services not yet delivered	$	383	$	540
BD deferred exclusivity fee	408		1,005
Deferred revenue and income, current	$	791	$	1,545

Australia R&D tax incentive	$	1,134	$	1,122
Total deferred income, non-current	$	1,134	$	1,122

Schedule of Activity Related to the BD Commercial Agreement

The following table presents the activity related to the BD commercial agreement for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Exclusivity fees received	$	—	$	750	$	—	$	750
Amortized exclusivity fees	(332)		(642)		(597)		(642)
Agent fees incurred	222		280		434		515
Net expense	$	(110)	$	(362)	$	(163)	$	(127)

CONVERTIBLE NOTES (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Convertible Notes

As of June 30, 2024 and December 31, 2023, the convertible note obligations were classified as follows in the condensed consolidated balance sheets (in thousands):


	June 30, 2024		December 31, 2023
2.50% Notes	$	—	$	726
5.00% Notes	41,062		36,102
Total convertible notes	$	41,062	$	36,828
Current portion of convertible notes	$	—	$	726
Convertible notes, non-current	$	41,062	$	36,102

Schedule of Interest Expense

Interest expense related to the Company’s convertible note obligations consisted of the following for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Contractual coupon interest	$	848	$	656	$	1,693	$	892
Amortization of premium, discount and issuance costs, net	1,718		510		3,314		692
Total interest expense on convertible notes	$	2,566	$	1,166	$	5,007	$	1,584

Schedule of Carrying Value of Convertible Notes

The carrying value of the 2.50% Notes was included in current portion of convertible notes and consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal	$	—	$	726
Unamortized debt issuance	—		—
Net carrying amount	$	—	$	726

The carrying value of the 5.00% Notes consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Outstanding principal at par	$	69,243	$	67,634
Unamortized debt premium	4,834		5,408
Unamortized debt discount	(30,625)		(34,267)
Unamortized debt issuance costs	(2,390)		(2,673)
Net carrying amount	$	41,062	$	36,102

Schedule of Significant Inputs Used to Estimate Fair Value

The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Coupon rate	5.00	%	5.00	%
Term (years)	2.5		3.0
Volatility	55.00	%	55.00	%
Risk-free rate	4.67	%	4.02	%
Discount yield	27.00	%	25.00	%

The table below summarizes the significant inputs used to estimate the fair value of the Schuler Purchase Obligation as of December 31, 2023:


	December 31, 2023
Stock price	$	3.92
Exercise price	$	7.20
Term (years)	0.13
Volatility	55.00		%
Risk-free rate	5.55		%
Fixed commitment purchase price (in thousands)	$	10,000
Number of Shares	1,387,949
Obligation probability	75.00		%

The table below summarizes the significant inputs used to estimate the fair value of the Common Warrant liability as of June 30, 2024 and January 23, 2024:


	June 30, 2024			January 23, 2024
Exercise price	$	1.65		$	1.65
Term (years)	4.6			5.0
Volatility	58.50		%	55.00		%
Risk-free rate	4.38		%	4.06		%
Dividend yield	0.00		%	0.00		%

RELATED-PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Significant Inputs Used to Estimate Fair Value

The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Coupon rate	5.00	%	5.00	%
Term (years)	2.5		3.0
Volatility	55.00	%	55.00	%
Risk-free rate	4.67	%	4.02	%
Discount yield	27.00	%	25.00	%

The table below summarizes the significant inputs used to estimate the fair value of the Schuler Purchase Obligation as of December 31, 2023:


	December 31, 2023
Stock price	$	3.92
Exercise price	$	7.20
Term (years)	0.13
Volatility	55.00		%
Risk-free rate	5.55		%
Fixed commitment purchase price (in thousands)	$	10,000
Number of Shares	1,387,949
Obligation probability	75.00		%

The table below summarizes the significant inputs used to estimate the fair value of the Common Warrant liability as of June 30, 2024 and January 23, 2024:


	June 30, 2024			January 23, 2024
Exercise price	$	1.65		$	1.65
Term (years)	4.6			5.0
Volatility	58.50		%	55.00		%
Risk-free rate	4.38		%	4.06		%
Dividend yield	0.00		%	0.00		%

LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Potentially Issuable Common Shares not Included in Computation of Diluted Earnings (Loss) Per Share


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024	2023	2024	2023
Shares issuable upon the release of RSUs	3,601	1,193	3,601	1,193
Shares issuable upon exercise of stock options	333	405	333	405
Shares issuable upon the exercise of the 2022 Warrant	247	247	247	247
Shares issuable upon the exercise of the Common Warrants	9,613	—	9,613	—
	13,794	1,845	13,794	1,845

EMPLOYEE EQUITY-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Option Activity under the Company's Equity-Based Compensation

The following table summarizes option activity under the Company's equity-based compensation plans for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Exercise Price per Share
Options outstanding January 1, 2024	369,839	$	148.40
Granted	—	—
Forfeited	(11,200)	36.67
Exercised	—	—
Expired	(26,046)	160.05
Options outstanding June 30, 2024	332,593	$	151.25

Schedule of Outstanding Options and Options that are Exercisable (Vested)

The following table shows summary information for outstanding options and options that are exercisable (vested) as of June 30, 2024:


	Options Outstanding		Options Exercisable
Number of options	332,593		308,815
Weighted average remaining contractual term (in years)	4.48		4.27
Weighted average exercise price	$	151.25	$	158.49
Weighted average fair value	$	—	$	—
Aggregate intrinsic value (in thousands)	$	—	$	—

Schedule of RSU Activity

The following table summarizes RSU activity for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding January 1, 2024	1,239,436	$	9.15
Granted	3,157,438	1.30
Forfeited	(212,417)	5.70
Released	(583,351)	4.02
Outstanding June 30, 2024	3,601,106	$	3.30

Schedule of Equity-Based Compensation Expense and Cost Capitalized to Inventory

The table below summarizes equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	34	$	98	$	92	$	188
Research and development	164		256		543		861
Sales, general and administrative	768		1,299		1,628		1,159
	$	966	$	1,653	$	2,263	$	2,208

The table below summarizes share-based compensation cost capitalized to inventory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost capitalized to inventory	$	19	$	35	$	109	$	109

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Total Amount of Unrecognized Tax Benefits

The following represents the total amount of unrecognized tax benefits as of June 30, 2024 (in thousands):


Balance as of December 31, 2023	$	8,844
Increases for six months ended June 30, 2024	—
Balance as of June 30, 2024	$	8,844

LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Supplemental Lease Information

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

Schedule of Lease Costs

The following presents supplemental information related to leases in which the Company is the lessee for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	250	$	226	$	500	$	453
Financing cash flows from finance leases	471		462		537		540
ROU assets obtained in exchange for lease obligations:
Operating leases	—		—		—		—
Finance leases	—		200		—		200
Lease Cost:
Operating leases	245		243		490		493
Finance leases	297		270		590		531
Short-term leases	31		19		49		43

Schedule of Maturities of Operating Lease Liabilities

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308

Schedule of Maturities of Finance Lease Liabilities

The following presents maturities of lease liabilities in which the Company is the lessee as of June 30, 2024 (in thousands):


	Operating		Finance
Remainder of 2024	$	500	$	217
2025	583		86
2026	—		30
2027	—		—
2028	—		—
Thereafter	—		—
Total lease payments	1,083		333
Less imputed interest	(43)		(25)
Total lease liabilities, net	$	1,040	$	308

Schedule of Maturities of Sales-type Lease Receivables

The following presents maturities of lease receivables under sales-type leases as of June 30, 2024 (in thousands):


	Sales-Type
Remainder of 2024	$	683
2025	869
2026	529
2027	66
2028	—
Thereafter	—
Net investment in sales-type leases	2,147

Allowances	(481)
Net investment in sales-type leases, net of allowances	$	1,666

GEOGRAPHIC AND REVENUE DISAGGREGATION (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Total Net Sales by Geographic Territory

The following presents total net sales by geographic territory for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Domestic	$	2,564	$	2,619	$	5,184	$	5,035
Foreign	422		302		723		698
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

Schedule of Total Net Sales by Line of Business and by Products and Services

The following presents total net sales by products and services for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Products	$	2,630	$	2,565	$	5,119	$	5,009
Services	356		356		788		724
Net sales	$	2,986	$	2,921	$	5,907	$	5,733

Schedule of Long-Lived Assets, Net by Geographic Territory

The following presents long-lived assets, net by geographic territory as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Domestic	$	2,842	$	2,139
Foreign	258		250
Net long-lived assets	$	3,100	$	2,389

STOCKHOLDERS' DEFICIT (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Significant Inputs Used to Estimate Fair Value

The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Coupon rate	5.00	%	5.00	%
Term (years)	2.5		3.0
Volatility	55.00	%	55.00	%
Risk-free rate	4.67	%	4.02	%
Discount yield	27.00	%	25.00	%

The table below summarizes the significant inputs used to estimate the fair value of the Schuler Purchase Obligation as of December 31, 2023:


	December 31, 2023
Stock price	$	3.92
Exercise price	$	7.20
Term (years)	0.13
Volatility	55.00		%
Risk-free rate	5.55		%
Fixed commitment purchase price (in thousands)	$	10,000
Number of Shares	1,387,949
Obligation probability	75.00		%

The table below summarizes the significant inputs used to estimate the fair value of the Common Warrant liability as of June 30, 2024 and January 23, 2024:


	June 30, 2024			January 23, 2024
Exercise price	$	1.65		$	1.65
Term (years)	4.6			5.0
Volatility	58.50		%	55.00		%
Risk-free rate	4.38		%	4.06		%
Dividend yield	0.00		%	0.00		%

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	Jan. 23, 2024 USD ($)	Jul. 11, 2023	May 31, 2024 USD ($)	Mar. 31, 2023	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Apr. 30, 2024	Dec. 31, 2023 USD ($)	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
Property, Plant and Equipment [Line Items]
Reverse stock split ratio		0.1
Accumulated deficit					$ 694,675		$ 694,675			$ 668,857
Net loss					11,588	$ 32,735	25,818	$ 49,530
Net cash used in operating activities							16,035	$ 24,188
Working capital deficit					3,800		3,800
Cash and cash equivalents and investments					$ 9,700		9,700			$ 13,200
Increase in cash and cash equivalents and investments							$ (3,500)
Instrument warranty term							1 year
Kits and accessories warranty term							60 days
Lease extension					1 year		1 year
Lessor lease term					5 years		5 years
Expected dividend rate							0.00%
Schuler Trust
Property, Plant and Equipment [Line Items]
Net proceeds	$ 11,000		$ 2,700
Liabilities, Outstanding Notes \| Lender Concentration Risk \| Ad Hoc Noteholder Group
Property, Plant and Equipment [Line Items]
Risk concentration				85.00%
Instruments
Property, Plant and Equipment [Line Items]
Estimated useful life of assets					5 years		5 years
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life of assets					1 year		1 year
Finance lease term					2 years		2 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life of assets					10 years		10 years
Operating lease term					6 years		6 years
Finance lease term					3 years		3 years
2.50% Convertible Notes Due 2023 \| Convertible Notes
Property, Plant and Equipment [Line Items]
Interest rate					2.50%	2.50%	2.50%	2.50%	2.50%	2.50%		2.50%	2.50%
5.00% Convertible Notes Due 2026 \| Convertible Notes
Property, Plant and Equipment [Line Items]
Interest rate					5.00%	5.00%	5.00%	5.00%		5.00%	5.00%

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 559	$ 314	$ 590	$ 324
Provisions, net	59	0	78	0
Write-offs	(33)	0	(83)	(10)
Ending balance	$ 585	$ 314	$ 585	$ 314

ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION; SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warranty Reserve Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 168	$ 221	$ 194	$ 225
Provisions (reversals), net	52	153	84	187
Warranty cost incurred	(39)	(192)	(97)	(230)
Ending balance	$ 181	$ 182	$ 181	$ 182

CONCENTRATION OF CREDIT RISK (Details)	3 Months Ended		6 Months Ended		12 Months Ended
CONCENTRATION OF CREDIT RISK (Details)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash and Cash Equivalents \| Concentration of Credit Risk \| Financial Institutions One
Concentration Risk [Line Items]
Risk concentration			22.00%		25.00%
Cash and Cash Equivalents \| Concentration of Credit Risk \| Financial Institutions Two
Concentration Risk [Line Items]
Risk concentration			65.00%		61.00%
Net Accounts Receivable \| Customer Concentration \| One Customer
Concentration Risk [Line Items]
Risk concentration			15.00%		13.00%
Net Sales \| Customer Concentration \| One Customer
Concentration Risk [Line Items]
Risk concentration	12.00%	10.00%	12.00%	10.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jan. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments:	$ 1,200		$ 1,100
Common Warrants	4,807		0
Schuler Trust \| 5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchase obligation put option asset			3,419
Significant Unobservable Inputs (Level 3) \| Shares issuable upon the exercise of the Common Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Warrants	4,807	$ 5,000
Fair Value on a Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	5,632		7,406
Equity investments:	1,158		1,081
Purchase obligation put option asset			3,419
Total assets measured at fair value	6,790		11,906
Fair Value on a Recurring Basis \| Shares issuable upon the exercise of the Common Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Warrants	4,807
Fair Value on a Recurring Basis \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	5,632		7,406
Equity investments:	1,158		1,081
Purchase obligation put option asset			0
Total assets measured at fair value	6,790		8,487
Fair Value on a Recurring Basis \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Shares issuable upon the exercise of the Common Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Warrants	0
Fair Value on a Recurring Basis \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	0		0
Equity investments:	0		0
Purchase obligation put option asset			0
Total assets measured at fair value	0		0
Fair Value on a Recurring Basis \| Significant Other Observable Inputs (Level 2) \| Shares issuable upon the exercise of the Common Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Warrants	0
Fair Value on a Recurring Basis \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	0		0
Equity investments:	0		0
Total assets measured at fair value	0		3,419
Fair Value on a Recurring Basis \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments:	1,158		1,081
Fair Value on a Recurring Basis \| Mutual funds \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments:	1,158		1,081
Fair Value on a Recurring Basis \| Mutual funds \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments:	0		0
Fair Value on a Recurring Basis \| Mutual funds \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments:	0		0
Fair Value on a Recurring Basis \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	5,632		7,406
Fair Value on a Recurring Basis \| Money market funds \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	5,632		7,406
Fair Value on a Recurring Basis \| Money market funds \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	0		0
Fair Value on a Recurring Basis \| Money market funds \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	$ 0		$ 0

FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - Convertible Notes - USD ($)	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
5.00% Convertible Notes Due 2026
Debt Instrument [Line Items]
Interest rate	5.00%		5.00%	5.00%	5.00%
Outstanding principal amount	$ 69,243,000		$ 67,634,000
5.00% Convertible Notes Due 2026 \| Level 3
Debt Instrument [Line Items]
Fair value	$ 46,300,000		$ 50,800,000		$ 38,200,000
2.50% Convertible Notes Due 2023
Debt Instrument [Line Items]
Interest rate	2.50%	2.50%	2.50%	2.50%		2.50%	2.50%
Outstanding principal amount	$ 0		$ 726,000
Aggregate principal amount	$ 700,000			$ 10,000,000			$ 150,000,000

INVESTMENTS - Narrative (Details) - USD ($)	6 Months Ended
INVESTMENTS - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Fair value of equity securities	$ 1,200,000		$ 1,100,000
Realized gains or losses from equity securities	$ 0	$ 0

INVESTMENTS - Schedule of Unrealized Gains or Losses on Equity Securities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Unrealized gain on equity investments	$ 13	$ 40	$ 66	$ 90

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 1,408	$ 1,268
Work in process	512	648
Finished goods	1,303	1,394
Inventory	$ 3,223	$ 3,310

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment and Depreciation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,736		$ 14,736		$ 13,400
Accumulated depreciation	(11,636)		(11,636)		(11,011)
Property and equipment, net	3,100		3,100		2,389
Depreciation expense	351	$ 354	682	$ 709
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	3,567		3,567		3,464
Technical equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	4,232		4,232		3,135
Facilities
Property, Plant and Equipment [Line Items]
Total property and equipment	3,688		3,688		3,688
Instruments
Property, Plant and Equipment [Line Items]
Total property and equipment	3,024		3,024		3,004
Capital projects in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 225		$ 225		$ 109

PROPERTY AND EQUIPMENT - Schedule of Instruments at Cost and Related Accumulated Depreciation, Lessor (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Instruments at cost under operating leases	$ 2,144	$ 2,010
Accumulated depreciation under operating leases	(1,359)	(1,194)
Property and equipment under operating leases, net	$ 785	$ 816

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jul. 31, 2023
Revenue from Contract with Customer [Abstract]
Products and services not yet delivered	$ 383	$ 540
BD deferred exclusivity fee	408	1,005
Deferred revenue and income, current	791	1,545
Australia R&D tax incentive	1,134	1,122	$ 1,100
Total deferred income, non-current	$ 1,134	$ 1,122

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jul. 31, 2023
Deferred Revenue Arrangement [Line Items]
Revenues recognized included in contract liabilities balances	$ 200	$ 200	$ 400	$ 400
Revenue expected to be recognized from remaining performance obligations	3,900		3,900
Australia R&D tax incentive	$ 1,134		$ 1,134		$ 1,122	$ 1,100
Minimum
Deferred Revenue Arrangement [Line Items]
Expected timing of satisfaction, period	1 year		1 year
Service contracts period			1 year
Maximum
Deferred Revenue Arrangement [Line Items]
Expected timing of satisfaction, period	6 years		6 years
Service contracts period			5 years

DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Schedule of Activity Related to the BD Commercial Agreement (Details) - Services - Becton, Dickenson, and Company (BD) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Exclusivity fees received	$ 0	$ 750	$ 0	$ 750
Amortized exclusivity fees	(332)	(642)	(597)	(642)
Agent fees incurred	222	280	434	515
Net expense	$ (110)	$ (362)	$ (163)	$ (127)

CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
Debt Instrument [Line Items]
Total convertible notes	$ 41,062		$ 36,828
Current portion of convertible notes	0		726
Convertible notes, non-current	41,062		36,102
5.00% Convertible Notes Due 2026
Debt Instrument [Line Items]
Total convertible notes	$ 41,062		$ 36,102
5.00% Convertible Notes Due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate	5.00%		5.00%	5.00%	5.00%
2.50% Convertible Notes Due 2023
Debt Instrument [Line Items]
Total convertible notes	$ 0		$ 726
2.50% Convertible Notes Due 2023 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate	2.50%	2.50%	2.50%	2.50%		2.50%	2.50%

CONVERTIBLE NOTES - Schedule of Interest Expense (Details) - Convertible Notes - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Contractual coupon interest	$ 848	$ 656	$ 1,693	$ 892
Amortization of premium, discount and issuance costs, net	1,718	510	3,314	692
Total interest expense on convertible notes	$ 2,566	$ 1,166	$ 5,007	$ 1,584

CONVERTIBLE NOTES - Schedule of Carrying Value of Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
2.50% Convertible Notes Due 2023
Debt Instrument [Line Items]
Interest rate	2.50%	2.50%	2.50%	2.50%		2.50%	2.50%
Outstanding principal at par	$ 0		$ 726
Unamortized debt issuance costs	0		0
Net carrying amount	$ 0		$ 726
5.00% Convertible Notes Due 2026
Debt Instrument [Line Items]
Interest rate	5.00%		5.00%	5.00%	5.00%
Outstanding principal at par	$ 69,243		$ 67,634
Unamortized debt premium	4,834		5,408		$ 6,000
Unamortized debt discount	(30,625)		(34,267)
Unamortized debt issuance costs	(2,390)		(2,673)
Net carrying amount	$ 41,062		$ 36,102

CONVERTIBLE NOTES - 2.50% Notes (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions		1 Months Ended				7 Months Ended	12 Months Ended
	Jun. 09, 2023	Mar. 31, 2023	Aug. 31, 2022	Apr. 30, 2018	Mar. 31, 2018	Mar. 31, 2022	Dec. 31, 2023	Jun. 30, 2024	Apr. 30, 2024	Oct. 18, 2023	Jun. 30, 2023	Mar. 15, 2023	Mar. 13, 2023
Liabilities, Outstanding Notes \| Lender Concentration Risk \| Ad Hoc Noteholder Group
Debt Instrument [Line Items]
Risk concentration		85.00%
2.50% Convertible Notes Due 2023 \| Convertible Notes
Debt Instrument [Line Items]
Aggregate principal amount					$ 150,000,000			$ 700,000			$ 10,000,000
Interest rate					2.50%		2.50%	2.50%	2.50%		2.50%	2.50%
Over-allotment option, term					13 days
Over-allotment option, amount					$ 22,500,000
Proceeds from over-allotment option				$ 21,500,000
Proceeds from issuance of debt				$ 171,500,000
Debt term				5 years
2.50% Convertible Notes Due 2023 \| Convertible Notes \| Exchange Agreement
Debt Instrument [Line Items]
Notes exchanged						$ 65,000,000
Shares issued, converted (in shares)						1.7
2.50% Convertible Notes Due 2023 \| Convertible Notes \| August 2022 Exchange Transaction \| Schuler Trust
Debt Instrument [Line Items]
Notes exchanged			$ 49,900,000
5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity \| Schuler Trust
Debt Instrument [Line Items]
Shares issued, converted (in shares)	3.4
Initial conversion price (in usd per share)	$ 10.60
5.0% Secured Promissory Note \| Senior Notes \| August 2022 Exchange Transaction \| Affiliated Entity
Debt Instrument [Line Items]
Initial conversion price (in usd per share)			$ 21.20
5.0% Secured Promissory Note \| Senior Notes \| August 2022 Exchange Transaction \| Affiliated Entity \| Schuler Trust
Debt Instrument [Line Items]
Notes exchanged			$ 34,900,000
Forbearance Agreement
Debt Instrument [Line Items]
Default indebtedness outstanding		$ 15,000,000
Fee per $1,000 principal amount													$ 0.005
Forbearance Agreement \| Ad Hoc Noteholder Group
Debt Instrument [Line Items]
Forbearance premium							$ 200,000
5.00% Convertible Notes Due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate	5.00%						5.00%	5.00%			5.00%
Debt term											3 years 6 months
Initial conversion price (in usd per share)										$ 7.20

CONVERTIBLE NOTES - Restructuring Support Agreement and June 2023 Exchange Transaction (Narrative) (Details) - USD ($) shares in Millions		1 Months Ended		3 Months Ended	6 Months Ended
	Apr. 02, 2024	Jun. 30, 2023	Mar. 31, 2022	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Apr. 30, 2024	Dec. 31, 2023	Jun. 09, 2023	Mar. 15, 2023	Mar. 31, 2018
Affiliated Entity \| Schuler Trust \| March 2022 Securities Purchase Agreement
Debt Instrument [Line Items]
Agreement to purchase shares (in shares)		0.5				0.5
Affiliated Entity \| Schuler Trust \| March 2022 Securities Purchase Agreement \| Private Placement
Debt Instrument [Line Items]
Agreement to purchase shares (in shares)			0.2
Proceeds from issuance of units		$ 4,000,000	$ 4,000,000
Purchase price			$ 4,000,000
Affiliated Entity \| Schuler Trust \| Restructuring Support Agreement
Debt Instrument [Line Items]
Public offering backstop		10,000,000				$ 10,000,000
Affiliated Entity \| Common stock \| Schuler Trust \| Restructuring Support Agreement
Debt Instrument [Line Items]
Purchase price		$ 10,000,000				$ 10,000,000
Senior Notes \| June 2023 Exchange Transaction \| Series A Preferred Stock
Debt Instrument [Line Items]
Shares issued, converted (in shares)		0.4
Senior Notes \| June 2023 Exchange Transaction \| Affiliated Entity
Debt Instrument [Line Items]
Shares issued, converted (in shares)		3.4
2.50% Convertible Notes Due 2023 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate		2.50%			2.50%	2.50%	2.50%	2.50%		2.50%	2.50%
Aggregate principal amount		$ 10,000,000			$ 700,000	$ 10,000,000					$ 150,000,000
Repayments of convertible debt	$ 800,000
2.50% Convertible Notes Due 2023 \| Convertible Notes \| June 2023 Exchange Transaction
Debt Instrument [Line Items]
Notes exchanged		55,900,000
Interest accrued		$ 1,000,000				$ 1,000,000
Loss on extinguishment of debt				$ 6,600,000
5.00% Convertible Notes Due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate		5.00%			5.00%	5.00%		5.00%	5.00%
Loss on extinguishment of debt					$ 0	$ 0
5.00% Convertible Notes Due 2026 \| Convertible Notes \| June 2023 Exchange Transaction
Debt Instrument [Line Items]
Notes exchanged		$ 56,900,000
Aggregate principal amount		$ 10,000,000				$ 10,000,000

CONVERTIBLE NOTES - 5.00% Notes (Narrative) (Details)			1 Months Ended	6 Months Ended		12 Months Ended
CONVERTIBLE NOTES - 5.00% Notes (Narrative) (Details)	Oct. 18, 2023 $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares	Apr. 30, 2024	Jun. 09, 2023 USD ($)	Mar. 15, 2023	Apr. 30, 2018	Mar. 31, 2018 USD ($)
Debt Instrument [Line Items]
Accrued interest				$ 144,000		$ 164,000
Equity Option
Debt Instrument [Line Items]
Derivative liability								$ 38,200,000
5.00% Convertible Notes Due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate		5.00%	5.00%	5.00%	5.00%	5.00%		5.00%
Shares issued (in shares)	0.13888889		0.13888889
Initial conversion price (in usd per share) \| $ / shares	$ 7.20
Conversion premium percent	50.00%
Common stock issuable upon conversion (in shares) \| shares				9,600,000	9,300,000
Issuance costs			$ 3,000,000
Debt term		3 years 6 months	3 years 6 months		3 years 6 months
Effective interest rate		27.30%	27.30%		27.30%
Percentage of principal amount redeemed		100.00%
Gain (loss) on extinguishment of debt				$ 0	$ 0
Unamortized debt premium				4,834,000		$ 5,408,000		$ 6,000,000
Accrued interest				100,000		100,000
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Level 3
Debt Instrument [Line Items]
Fair value				46,300,000		50,800,000		$ 38,200,000
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Minimum
Debt Instrument [Line Items]
Shares issued (in shares)	0.12048193
Initial conversion price (in usd per share) \| $ / shares	$ 8.30
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Initial Conversion Rate Conversions
Debt Instrument [Line Items]
Notes exchanged						$ 700,000
Shares issued, converted (in shares) \| shares						94,000
Gain (loss) on extinguishment of debt						$ 100,000
Aggregate principal converted amount						300,000
Fair value						400,000
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Fixed Conversion Rate Conversions
Debt Instrument [Line Items]
Notes exchanged				$ 100,000		$ 300,000
Shares issued, converted (in shares) \| shares				11,000		39,000
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Fixed Conversion Rate Conversions 2023
Debt Instrument [Line Items]
Aggregate principal converted amount						$ 100,000
5.00% Convertible Notes Due 2026 \| Convertible Notes \| Fixed Conversion Rate Conversions 2024
Debt Instrument [Line Items]
Aggregate principal converted amount						$ 100,000
2.50% Convertible Notes Due 2023 \| Convertible Notes
Debt Instrument [Line Items]
Interest rate		2.50%	2.50%	2.50%	2.50%	2.50%	2.50%		2.50%		2.50%
Aggregate principal amount		$ 10,000,000	$ 10,000,000	$ 700,000	$ 10,000,000						$ 150,000,000
Debt term										5 years

CONVERTIBLE NOTES - Schedule of Significant Inputs Used to Estimate Fair Value (Details) - Convertible Notes - 5.00% Convertible Notes Due 2026	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate	5.00%	5.00%	5.00%	5.00%
Coupon rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant input	0.0500	0.0500
Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant input	2.5	3.0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant input	0.5500	0.5500
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant input	0.0467	0.0402
Discount yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant input	0.2700	0.2500

RELATED-PARTY TRANSACTIONS - March 2022 Securities Purchase Agreement (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended		6 Months Ended
	Jun. 09, 2023	Jun. 30, 2023	Mar. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Share price (in usd per share)	$ 7.40
Extinguishment of 5.00% Notes through issuance of common stock				$ 43	$ 0
Schuler Trust \| March 2022 Securities Purchase Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Agreement to purchase shares (in shares)		0.5			0.5
Schuler Trust \| March 2022 Securities Purchase Agreement \| Affiliated Entity \| Private Placement
Related Party Transaction [Line Items]
Agreement to purchase shares (in shares)			0.2
Purchase price (in usd per share)		$ 8.20	$ 16.40		$ 8.20
Purchase price			$ 4,000
Issuance of common stock (in shares)		0.5
Proceeds from issuance of units		$ 4,000	$ 4,000
Extinguishment of 5.00% Notes through issuance of common stock	$ 1,800
Schuler Trust \| March 2022 Securities Purchase Agreement \| Affiliated Entity \| Private Placement \| Freestanding Equity
Related Party Transaction [Line Items]
Issuance of common stock (in shares)	0.2

RELATED-PARTY TRANSACTIONS - August 2022 Exchange Agreement (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Aug. 31, 2022	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023	Mar. 15, 2023	Aug. 15, 2022	Mar. 31, 2018
Related Party Transaction [Line Items]
Common Warrants		$ 4,807		$ 0
2.50% Convertible Notes Due 2023 \| Convertible Notes
Related Party Transaction [Line Items]
Interest rate		2.50%	2.50%	2.50%	2.50%		2.50%		2.50%
5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity \| Schuler Trust
Related Party Transaction [Line Items]
Initial conversion price (in usd per share)						$ 10.60
August 2022 Exchange Transaction \| Schuler Trust \| Embedded Warrant
Related Party Transaction [Line Items]
Common Warrants								$ 3,800
August 2022 Exchange Transaction \| Affiliated Entity \| Schuler Trust \| Embedded Warrant
Related Party Transaction [Line Items]
Warrants issued (in shares)	247,171
August 2022 Exchange Transaction \| 2.50% Convertible Notes Due 2023 \| Convertible Notes \| Schuler Trust
Related Party Transaction [Line Items]
Notes exchanged	$ 49,900
August 2022 Exchange Transaction \| 5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Initial conversion price (in usd per share)	$ 21.20
August 2022 Exchange Transaction \| 5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity \| Schuler Trust
Related Party Transaction [Line Items]
Notes exchanged	$ 34,900

RELATED-PARTY TRANSACTIONS - Secured Note Amendment and Exchange (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Jun. 09, 2023	Aug. 31, 2022
Related Party Transaction [Line Items]
Share price (in usd per share)	$ 7.40
5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity \| Schuler Trust
Related Party Transaction [Line Items]
Initial conversion price (in usd per share)	$ 10.60
Shares issued, converted (in shares)	3.4
Debt conversion, converted Instrument, amount	$ 25.4
Debt relieved	19.3
Loss on extinguishment of debt	$ 6.1
August 2022 Exchange Transaction \| 5.0% Secured Promissory Note \| Senior Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Initial conversion price (in usd per share)		$ 21.20

RELATED-PARTY TRANSACTIONS - Conversion of Series A Preferred Stock to Common Stock (Narrative) (Details) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2024 shares $ / shares	Jun. 30, 2023 shares	Dec. 31, 2023 $ / shares shares
Related Party Transaction [Line Items]
Preferred stock, par value (in usd per share) \| $ / shares	$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares outstanding (in shares)		0		0
5.00% Convertible Notes Due 2026 \| Convertible Notes
Related Party Transaction [Line Items]
Common stock issuable upon conversion (in shares)		9,600,000	9,300,000
Series A Preferred Stock \| 5.00% Convertible Notes Due 2026 \| Convertible Notes
Related Party Transaction [Line Items]
Common stock issuable upon conversion (in shares)			400,000
Schuler Trust \| Affiliated Entity \| Series A Preferred Stock
Related Party Transaction [Line Items]
Agreement to purchase preferred shares (in shares)	4,000,000.0
Purchase price (in dollars per share) \| $ / shares	$ 7.70
Aggregate purchase price \| $	$ 30.5
Conversion of preferred stock into common stock with related party (in shares)	4,000,000.0
Preferred stock, shares outstanding (in shares)				0

RELATED-PARTY TRANSACTIONS - Schuler Purchase Obligation (Narrative) (Details)		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 09, 2023 USD ($)	Jan. 31, 2024 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares
Related Party Transaction [Line Items]
Loss on fair value adjustments			$ (1,002,000)	$ (5,030,000)	$ (2,219,000)	$ (5,030,000)
Obligation probability
Related Party Transaction [Line Items]
Significant input			0.75		0.75		0.7500
Public Offering
Related Party Transaction [Line Items]
Loss on fair value adjustments					$ 3,400,000
Gross proceeds		$ 10,200,000
Schuler Purchase Obligation \| Shares to the Public
Related Party Transaction [Line Items]
Public offering purchase				10,000,000		10,000,000
Schuler Trust \| Affiliated Entity \| 5.0% Secured Promissory Note \| Senior Notes
Related Party Transaction [Line Items]
Loss on extinguishment of debt	$ 6,100,000
Alternative investment							$ 3,419,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity
Related Party Transaction [Line Items]
Loss on extinguishment of debt							1,300,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Public Offering
Related Party Transaction [Line Items]
Purchase price				10,000,000		10,000,000
Public offering backstop				$ 10,000,000		$ 10,000,000
Loss on fair value adjustments							2,100,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Public Offering \| Triggering Event One
Related Party Transaction [Line Items]
Purchase price							$ 10,000,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Shares to the Public
Related Party Transaction [Line Items]
Public offering purchase (in shares) \| shares				10,000,000		10,000,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Common stock \| Public Offering
Related Party Transaction [Line Items]
Agreement to purchase shares (in shares) \| shares				1,400,000		1,400,000
Purchase price (in usd per share) \| $ / shares				$ 7.20		$ 7.20
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Common stock \| Public Offering \| Triggering Event One
Related Party Transaction [Line Items]
Agreement to purchase shares (in shares) \| shares							2,000,000
Schuler Trust \| Schuler Purchase Obligation \| Affiliated Entity \| Common stock \| Shares to the Public
Related Party Transaction [Line Items]
Maximum purchase				$ 10,000,000		$ 10,000,000

RELATED-PARTY TRANSACTIONS - Schedule of Significant Inputs Used to Estimate Fair Value (Details)	Jun. 30, 2024 $ / shares	Dec. 31, 2023 shares $ / shares
Stock price
Related Party Transaction [Line Items]
Significant input		3.92
Exercise price
Related Party Transaction [Line Items]
Significant input		7.20
Term (years)
Related Party Transaction [Line Items]
Significant input		0.13
Volatility
Related Party Transaction [Line Items]
Significant input		0.5500
Risk-free rate
Related Party Transaction [Line Items]
Significant input		0.0555
Fixed commitment purchase price
Related Party Transaction [Line Items]
Significant input		10,000,000
Number of Shares
Related Party Transaction [Line Items]
Significant input \| shares		1,387,949
Obligation probability
Related Party Transaction [Line Items]
Significant input	0.75	0.7500

LOSS PER SHARE - Schedule of Potentially Issuable Common Shares not Included in Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common stock instruments outstanding (in shares)	13,794	1,845	13,794	1,845
Shares issuable upon the release of RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common stock instruments outstanding (in shares)	3,601	1,193	3,601	1,193
Shares issuable upon exercise of stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common stock instruments outstanding (in shares)	333	405	333	405
Shares issuable upon the exercise of the 2022 Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common stock instruments outstanding (in shares)	247	247	247	247
Shares issuable upon the exercise of the Common Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common stock instruments outstanding (in shares)	9,613	0	9,613	0

LOSS PER SHARE - Narrative (Details) - 5.00% Convertible Notes Due 2026 - Convertible Notes shares in Millions		1 Months Ended	6 Months Ended
	Oct. 18, 2023	Jun. 30, 2023	Jun. 30, 2024 shares	Jun. 30, 2023 shares	Dec. 31, 2023	Jun. 09, 2023
Debt Instrument [Line Items]
Interest rate		5.00%	5.00%	5.00%	5.00%	5.00%
Shares issued (in shares)	0.13888889	0.13888889
Common stock issuable upon conversion (in shares)			9.6	9.3

EMPLOYEE EQUITY-BASED COMPENSATION - Schedule of Option Activity under the Company's Equity-Based Compensation (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Outstanding, beginning balance (in shares) \| shares	369,839
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	(11,200)
Exercised (in shares) \| shares	0
Expired (in shares) \| shares	(26,046)
Outstanding, ending balance (in shares) \| shares	332,593
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in usd per share) \| $ / shares	$ 148.40
Granted (in usd per share) \| $ / shares	0
Forfeited (in usd per share) \| $ / shares	36.67
Exercised (in usd per share) \| $ / shares	0
Expired (in usd per share) \| $ / shares	160.05
Outstanding, ending balance (in usd per share) \| $ / shares	$ 151.25

EMPLOYEE EQUITY-BASED COMPENSATION - Schedule of Outstanding Options and Options that are Exercisable (Vested) (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Options Outstanding
Number of options (in shares)	332,593	369,839
Weighted average remaining contractual term (in years)	4 years 5 months 23 days
Weighted average exercise price (in usd per share)	$ 151.25	$ 148.40
Weighted average fair value (in usd per shares)	$ 0
Aggregate intrinsic value	$ 0
Options Exercisable
Number of options (in shares)	308,815
Weighted average remaining contractual term (in years)	4 years 3 months 7 days
Weighted average exercise price (in usd per share)	$ 158.49
Weighted average fair value (in usd per share)	$ 0
Aggregate intrinsic value	$ 0

EMPLOYEE EQUITY-BASED COMPENSATION - Schedule of RSU Activity (Details) - RSUs and RSAs	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	1,239,436
Granted (in shares) \| shares	3,157,438
Forfeited (in shares) \| shares	(212,417)
Released (in shares) \| shares	(583,351)
Ending balance (in shares) \| shares	3,601,106
Weighted Average Grant Date Fair Value per Share
Beginning balance (in usd per share) \| $ / shares	$ 9.15
Granted (in usd per share) \| $ / shares	1.30
Forfeited (in usd per share) \| $ / shares	5.70
Released (in usd per share) \| $ / shares	4.02
Ending balance (in usd per share) \| $ / shares	$ 3.30

EMPLOYEE EQUITY-BASED COMPENSATION - Schedule of Equity-Based Compensation Expense and Cost Capitalized to Inventory (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity-based compensation expense	$ 966	$ 1,653	$ 2,263	$ 2,208
Cost capitalized to inventory	19	35	109	109
Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity-based compensation expense	34	98	92	188
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity-based compensation expense	164	256	543	861
Sales, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity-based compensation expense	$ 768	$ 1,299	$ 1,628	$ 1,159

EMPLOYEE EQUITY-BASED COMPENSATION - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized equity-based compensation cost	$ 0.1
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized equity-based compensation cost, restricted stock units	$ 5.6

INCOME TAXES - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jul. 31, 2023
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 156,000	$ 0	$ 156,000
Pre-tax loss	11,588,000	$ 32,579,000	25,818,000	$ 49,374,000
Increases during the period			0
Unrecognized tax benefits	8,844,000		8,844,000		$ 8,844,000
Unrecognized tax benefits would impact effective tax rate	600,000		600,000
Australia R&D tax incentive	$ 1,134,000		$ 1,134,000		$ 1,122,000	$ 1,100,000

INCOME TAXES - Schedule of Total Amount of Unrecognized Tax Benefits (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 8,844,000
Increases during the period	0
Ending balance	$ 8,844,000

COMMITMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2024	Apr. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Total commitments	$ 11.9	$ 11.9

LEASES - Schedule of Supplemental Lease Information and Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$ 250	$ 226	$ 500	$ 453
Financing cash flows from finance leases	471	462	537	540
ROU assets obtained in exchange for lease obligations:
Operating leases	0	0	0	0
Finance leases	0	200	0	200
Lease Cost:
Operating leases	245	243	490	493
Finance leases	297	270	590	531
Short-term leases	$ 31	$ 19	$ 49	$ 43
Operating lease, weighted average remaining lease term (years)	1 year 1 month 6 days		1 year 1 month 6 days
Operating lease, weighted average discount rate (%)	7.10%		7.10%
Finance lease, weighted average remaining lease term finance leases (years)	1 year 1 month 6 days		1 year 1 month 6 days
Finance lease, weighted average discount rate finance leases (%)	7.20%		7.20%

LEASES - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating
Remainder of 2024	$ 500
2025	583
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	1,083
Less imputed interest	(43)
Operating lease obligation	1,040
Finance
Remainder of 2024	217
2025	86
2026	30
2027	0
2028	0
Thereafter	0
Total lease payments	333
Less imputed interest	(25)
Finance lease obligation	$ 308

LEASES - Schedule of Maturities of Sales-type Lease Receivables (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
Net investment in leases	$ 1,700
Remainder of 2024	683
2025	869
2026	529
2027	66
2028	0
Thereafter	0
Net investment in sales-type leases	2,147
Allowances	(481)
Net investment in sales-type leases, net of allowances	$ 1,666

GEOGRAPHIC AND REVENUE DISAGGREGATION - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment			1
Segment Reporting Information [Line Items]
Trade accounts receivable, net	$ 2,289		$ 2,289		$ 2,622
Lease income	$ 200	$ 400	$ 500	$ 600
Geographic Concentration \| Outside the U.S. \| Total Revenue
Segment Reporting Information [Line Items]
Risk concentration	14.00%	10.00%	12.00%	12.00%
Geographic Concentration \| Outside the U.S. \| Net Accounts Receivable
Segment Reporting Information [Line Items]
Trade accounts receivable, net	$ 600		$ 600		$ 900

GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Total Net Sales by Geographic Territory (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 2,986	$ 2,921	$ 5,907	$ 5,733
Domestic
Disaggregation of Revenue [Line Items]
Net sales	2,564	2,619	5,184	5,035
Foreign
Disaggregation of Revenue [Line Items]
Net sales	$ 422	$ 302	$ 723	$ 698

GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Total Net Sales by Line of Business and by Products and Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 2,986	$ 2,921	$ 5,907	$ 5,733
Products
Disaggregation of Revenue [Line Items]
Net sales	2,630	2,565	5,119	5,009
Services
Disaggregation of Revenue [Line Items]
Net sales	$ 356	$ 356	$ 788	$ 724

GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Long-Lived Assets, Net by Geographic Territory (Details) - Property and Equipment - Geographic Concentration - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net long-lived assets	$ 3,100	$ 2,389
Domestic
Segment Reporting Information [Line Items]
Net long-lived assets	2,842	2,139
Foreign
Segment Reporting Information [Line Items]
Net long-lived assets	$ 258	$ 250

STOCKHOLDERS' DEFICIT - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 19, 2024	Jan. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Common Warrants			$ 4,807		$ 4,807		$ 0
Loss on fair value adjustments			(1,002)	$ (5,030)	(2,219)	$ (5,030)
Shares issuable upon the exercise of the Common Warrants
Class of Stock [Line Items]
Loss on fair value adjustments			1,800		200
Level 3 \| Shares issuable upon the exercise of the Common Warrants
Class of Stock [Line Items]
Common Warrants		$ 5,000	$ 4,807		4,807
Public Offering
Class of Stock [Line Items]
Sale of stock (in shares)		6,800,000
Share price (in usd per share)		$ 1.50
Gross proceeds		$ 10,200
Loss on fair value adjustments					$ 3,400
Public Offering \| Common stock
Class of Stock [Line Items]
New issues per offering unit (in shares)		1
Number of securities called (in shares)		1
Public Offering \| Common stock \| Certain Investors
Class of Stock [Line Items]
Number of securities called (in shares)		1
Public Offering \| Warrant
Class of Stock [Line Items]
Sale of stock (in shares)		36,003
New issues per offering unit (in shares)		1
Warrants price (in usd per share)		$ 1.65
Public Offering \| Warrant \| Certain Investors
Class of Stock [Line Items]
New issues per offering unit (in shares)		1
Public Offering \| Pre-funded Warrant
Class of Stock [Line Items]
Share price (in usd per share)		$ 1.49
Warrants price (in usd per share)		$ 0.01
Public Offering \| Pre-funded Warrant \| Certain Investors
Class of Stock [Line Items]
New issues per offering unit (in shares)		1
Over-allotment option
Class of Stock [Line Items]
Sale of stock (in shares)		1,000,000.0
Private Placement \| Schuler Purchase Obligation \| Chief Financial Officer
Class of Stock [Line Items]
Sale of stock (in shares)		33,332
Share price (in usd per share)		$ 1.50
Private Placement \| Schuler Purchase Obligation \| Chief Executive Officer
Class of Stock [Line Items]
Sale of stock (in shares)		33,332
Share price (in usd per share)		$ 1.50
Private Placement \| Schuler Trust \| Schuler Purchase Obligation
Class of Stock [Line Items]
Sale of stock (in shares)		1,200,000
Share price (in usd per share)		$ 1.73
Gross proceeds		$ 2,000
Private Placement, Additional Units \| Schuler Trust \| Schuler Purchase Obligation
Class of Stock [Line Items]
Sale of stock (in shares)	1,600,000				13,700,000
Share price (in usd per share)	$ 1.73
Gross proceeds	$ 2,700

STOCKHOLDERS' DEFICIT - Schedule of Significant Inputs Used to Estimate Fair Value (Details)	Jun. 30, 2024	Jan. 23, 2024
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants issued, measurement input	1.65	1.65
Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants issued, measurement input	4.6	5.0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants issued, measurement input	0.5850	0.5500
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants issued, measurement input	0.0438	0.0406
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants issued, measurement input	0.0000	0.0000

SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions	Aug. 07, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 09, 2023
5.00% Convertible Notes Due 2026 \| Convertible Notes
Subsequent Event [Line Items]
Interest rate		5.00%	5.00%	5.00%	5.00%
Subsequent Event \| Senior Notes
Subsequent Event [Line Items]
Default fee rate, period one	30.00%
Default fee rate, period two	42.50%
Subsequent Event \| 5.00% Convertible Notes Due 2026 \| Convertible Notes
Subsequent Event [Line Items]
Interest rate	5.00%
Subsequent Event \| 16.00% Super-Priority Senior Secured PIK Notes Due 2025 \| Senior Notes
Subsequent Event [Line Items]
Aggregate principal amount	$ 15.0
Interest rate	16.00%
Repurchase principal balance	100.00%
Subsequent Event \| 16.00% Super-Priority Senior Secured PIK Notes Due 2025 \| Convertible Notes
Subsequent Event [Line Items]
Repurchase principal balance	100.00%

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