2 unchanged sentences
Condensed Consolidated Balance Sheets
−Removed: September 30,
2024 December 31,
5 unchanged sentences
Prepaid expenses and other current assets 4,945,000 6,019,000
+Added: Restricted investments
+Added: 24,446,000 35,117,000
Total current assets 85,611,000 140,118,000
4 unchanged sentences
Intangible assets, net 31,734,000 33,974,000
−Removed: Goodwill — 77,289,000
Other long-term assets 6,648,000 7,431,000
7 unchanged sentences
Finance lease liability 269,000 272,000
−Removed: Contingent consideration 10,000,000 9,382,000
+Added: Purchase option liability (at fair value) 5,060,000 8,534,000
+Added: Convertible notes payable (at fair value) 29,080,000 69,803,000
Total current liabilities 58,506,000 100,028,000
1 unchanged sentence
Finance lease liability, net of current portion 3,575,000 3,585,000
−Removed: Contingent consideration, net of current portion 14,880,000 12,970,000
+Added: Contingent consideration
+Added: 10,250,000 10,890,000
Long-term contract liabilities 138,000 154,000
3 unchanged sentences
Preferred stock, $ 0.0001 par value;
−Removed: 10,000,000 shares authorized at September 30, 2023 and December 31, 2022;
−Removed: no shares issued and outstanding at September 30, 2023 and December 31, 2022
−Removed: Common stock, $ 0.0001 par value, 400,000,000 shares authorized at September 30, 2023 and December 31, 2022;
−Removed: 35,349,000 and 29,718,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
+Added: 10,000,000 shares authorized at March 31, 2024 and December 31, 2023;
+Added: no shares issued and outstanding at March 31, 2024 and December 31, 2023
+Added: Common stock, $ 0.0001 par value, 400,000,000 shares authorized at March 31, 2024 and December 31, 2023;
+Added: 57,539,000 and 45,752,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital 695,411,000 677,337,000
Accumulated deficit ( 612,630,000 ) ( 581,208,000 )
−Removed: Accumulated other comprehensive loss ( 93,000 ) ( 1,124,000 )
+Added: Accumulated other comprehensive income (loss)
+Added: ( 16,000 ) 23,000
Total stockholders’ equity $ 82,771,000 $ 96,157,000
4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2023 2022 2023 2022
Product revenue $ 6,828,000 $ 5,447,000
8 unchanged sentences
Selling, general and administrative 19,536,000 25,976,000
−Removed: Goodwill impairment
−Removed: 77,280,000 — 77,280,000 —
+Added: Restructuring costs
Total operating expenses 33,947,000 39,913,000
14 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
$ ( 31,422,000 ) $ ( 37,124,000 )
−Removed: $ ( 112,566,000 ) $ ( 31,809,000 ) $ ( 188,602,000 ) $ ( 93,919,000 )
Other comprehensive income (loss):
14 unchanged sentences
Stock-based compensation expense — — 3,882,000 — — 3,882,000
+Added: Issue common stock, net of issuance costs 950,000 — 14,848,000 — — 14,848,000
Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes 7,000 — — — — —
2 unchanged sentences
Balance at March 31, 2023 30,679,000 $ 3,000 $ 617,987,000 $ ( 385,839,000 ) $ ( 665,000 ) $ 231,486,000
−Removed: Stock option exercises 25,000 — 136,000 — — 136,000
−Removed: Stock-based compensation expense — — 5,777,000 — — 5,777,000
−Removed: Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes ( 3,000 ) — — — — —
−Removed: Issue stock for employee stock purchase plan 15,000 — 75,000 — — 75,000
−Removed: Net loss — — — ( 32,158,000 ) — ( 32,158,000 )
−Removed: Other comprehensive income (loss) — — — — ( 281,000 ) ( 281,000 )
−Removed: Balance at June 30, 2022 29,006,000 $ 3,000 $ 564,878,000 $ ( 278,229,000 ) $ ( 1,918,000 ) $ 284,734,000
−Removed: Stock option exercises 13,000 — 111,000 — — $ 111,000
−Removed: Stock-based compensation expense — — 6,059,000 — — $ 6,059,000
−Removed: Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes 7,000 — — — — $ —
−Removed: Issue common stock, net of issuance costs 664,000 — 22,550,000 — — $ 22,550,000
−Removed: Issue stock for employee stock purchase plan — — — — $ —
−Removed: Net loss — — — ( 31,809,000 ) — $ ( 31,809,000 )
−Removed: Other comprehensive income (loss) — — — — 96,000 $ 96,000
−Removed: Balance at September 30, 2022
−Removed: 29,690,000 3,000 593,598,000 ( 310,038,000 ) ( 1,822,000 ) 281,741,000
Balance at January 1, 2024
−Removed: Stock option exercises 4,000 — 23,000 — — 23,000
+Added: 45,752,000 $ 5,000 $ 677,337,000 $ ( 581,208,000 ) $ 23,000 $ 96,157,000
Stock-based compensation expense — — 3,015,000 — — 3,015,000
Issue common stock, net of issuance costs 11,787,000 1,000 15,059,000 — — 15,060,000
−Removed: Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes 7,000 — — — — —
Net loss — — ( 31,422,000 ) — ( 31,422,000 )
Other comprehensive income (loss)
+Added: — — ( 39,000 ) ( 39,000 )
Balance at March 31, 2024
−Removed: Stock option exercises — — 1,000 — — 1,000
−Removed: Stock-based compensation expense — — 3,932,000 — — 3,932,000
−Removed: Issue common stock, net of issuance costs 2,552,000 — 17,802,000 — — 17,802,000
−Removed: Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes ( 6,000 ) — — — —
−Removed: Issue stock for employee stock purchase plan 15,000 — 92,000 92,000
−Removed: Net loss — — ( 38,912,000 ) — ( 38,912,000 )
−Removed: Other comprehensive income (loss) — — — 355,000 355,000
−Removed: Balance at June 30, 2023 33,240,000 $ 3,000 $ 639,814,000 $ ( 424,751,000 ) $ ( 310,000 ) $ 214,756,000
−Removed: Stock option exercises — — — — — —
−Removed: Stock-based compensation expense — — 3,992,000 — — 3,992,000
−Removed: Issue common stock, net of issuance costs 2,109,000 — 12,661,000 — — 12,661,000
−Removed: Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes — — ( 61,000 ) — — ( 61,000 )
−Removed: Net loss — — — ( 112,566,000 ) — ( 112,566,000 )
−Removed: Other comprehensive income (loss) — — — 217,000 217,000
−Removed: Balance at September 30, 2023
57,539,000 $ 6,000 $ 695,411,000 $ ( 612,630,000 ) $ ( 16,000 ) $ 82,771,000
2 unchanged sentences
Condensed Consolidated Statements of Cash Flows
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Operating activities:
2 unchanged sentences
Depreciation and amortization expense 3,007,000 3,190,000
−Removed: Goodwill impairment
Amortization of financing lease right-of-use asset 51,000 51,000
1 unchanged sentence
Non-cash lease expense 27,000 113,000
+Added: Gain on lease modification ( 73,000 ) —
Net realized loss (gain) on investments 2,000 7,000
1 unchanged sentence
Change in fair value of contingent consideration ( 640,000 ) 789,000
+Added: Change in fair value of convertible notes payable and option liability ( 7,534,000 ) —
+Added: Loss on intangible asset impairment 448,000 —
+Added: Loss on property and equipment disposal
Cost of leased equipment sold to customer 98,000 88,000
8 unchanged sentences
Investing Activities:
−Removed: BioDiscovery acquisition, return of purchase consideration from escrow — 694,000
−Removed: Purigen acquisition, return of purchase consideration from escrow 96,000 —
Purchases of property and equipment ( 26,000 ) ( 360,000 )
1 unchanged sentence
Sale and maturity of available for sale securities 158,169,000 16,888,000
−Removed: Construction in progress — ( 686,000 )
−Removed: Sale of property and equipment — 26,000
Net cash provided by investing activities 47,586,000 16,528,000
3 unchanged sentences
Offering expenses on sale of common stock ( 386,000 ) ( 380,000 )
−Removed: Proceeds from sale of common stock under employee stock purchase plan 92,000 75,000
+Added: Payments on convertible notes payable
+Added: ( 36,664,000 ) —
Proceeds from warrant and option exercises — 23,000
−Removed: Net cash provided by financing activities 45,331,000 22,861,000
+Added: Net cash (used in)/provided by financing activities
+Added: ( 21,618,000 ) 14,862,000
Effect of exchange rates on cash, cash equivalents and restricted cash ( 26,000 ) 36,000
12 unchanged sentences
Property and equipment included in accounts payable $ — $ 230,000
−Removed: Construction in progress included in accounts payable $ — $ 106,000
−Removed: Operating lease liabilities resulting from obtaining right-of-use assets $ — $ 517,000
+Added: Notes payable issuance costs in accounts payable $ 44,000 $ —
See accompanying notes to the unaudited condensed consolidated financial statements
22 unchanged sentences
These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
−Removed: Reclassifications
−Removed: Certain amounts reported in prior years have been reclassified to conform with the presentation in the current year.
−Removed: These reclassifications had no effect on the reported results of operations.
Liquidity and Going Concern
The Company has experienced recurring net losses from operations, negative cash flows from operating activities, and accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future.
−Removed: As of September 30, 2023, the Company had approximately $ 34.6 million in cash and cash equivalents and $ 29.0 million in short term investments.
−Removed: The Company has an accumulated deficit of $ 537.3 million as of September 30, 2023.
−Removed: During the nine months ended September 30, 2023, the Company used $ 95.4 million cash in operations.
−Removed: Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to research and commercialization efforts.
−Removed: Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023, are issued.
−Removed: Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding.
+Added: As of March 31, 2024, the Company had approximately $ 15.8 million in cash and cash equivalents, $ 12.6 million in short term investments and $ 24.8 million in restricted cash and cash equivalents and restricted short-term investments.
+Added: The amount we are required to hold as restricted cash and cash investments and restricted short-term investments is reduced as the outstanding principal amount of the Notes is paid.
+Added: The Company has an accumulated deficit of $ 612.6 million as of March 31, 2024.
+Added: During the three months ended March 31, 2024, the Company used $ 28.1 million cash in operations.
+Added: As of March 31, 2024, the Company reported $ 29.1 million of Notes as defined in Note 5 (High Trail Agreement) at fair value, which are classified as current.
+Added: At the holder’s option, as of March 31, 2024, the Company may be required to redeem the $ 24.3 million outstanding principal amount of the Notes at a redemption price of 115 % of the principal amount (the “Repayment Price”) or $ 28.0 million in 2024.
+Added: Additionally, the Company will be required to pay a retirement fee to the holder based on amounts redeemed when the outstanding balance is paid in full, which as of March 31, 2024, was estimated at $ 2.2 million assuming full redemption and no further conversions.
+Added: Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to product development and commercialization efforts.
+Added: Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the unaudited condensed consolidated financial statements for the three months ended March 31, 2024, are issued.
+Added: Management’s ability to continue as a
+Added: going concern is dependent upon its ability to raise additional funding.
Management’s plans to raise additional capital to fulfill its operating and capital requirements for at least 12 months include public or private equity or debt financings.
However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all.
−Removed: See Note 5 to our
−Removed: unaudited condensed consolidated financial statements for a discussion of our recent debt financing included elsewhere in this Quarterly Report on Form 10-Q for more information.
Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders.
1 unchanged sentence
Significant Accounting Policies
−Removed: During the three and nine months ended September 30, 2023, there were no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
+Added: During the three months ended March 31, 2024, there were no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Restructuring
−Removed: On October 9, 2023, the Company committed to a series of cost saving initiatives including a reduction in force (the “Workforce Reduction”) and, as a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the reduction in force the Company initiated in May 2023, such plan is intended to decrease expenses and maintain a streamlined organization to support its business.
−Removed: In connection with the Workforce Reduction, the Company currently estimates it will incur approximately $ 0.7 million of severance costs for impacted employees, consisting primarily of cash, which the Company expects to recognize in the fourth quarter of 2023.
−Removed: The Company expects to substantially complete the Workforce Reduction by December 31, 2023.
−Removed: The estimates of costs and expenses that the Company expects to incur in connection with the Workforce Reduction are subject to a number of assumptions and actual results may differ materially.
−Removed: The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Workforce Reduction.
−Removed: Goodwill arises when the purchase price of an acquired business exceeds the fair value of the identifiable net assets acquired, with such excess recorded as goodwill on the balance sheet.
−Removed: Goodwill is not subsequently amortized.
−Removed: Goodwill is reviewed for impairment annually (during the fourth quarter) or more frequently if indications of impairment exist.
−Removed: Goodwill is assigned to specific reporting units for purposes of impairment assessment.
−Removed: The Company has determined that it has a single operating segment and a single reporting unit.
−Removed: In testing goodwill for impairment, the Company will first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
−Removed: If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then the Company will perform a quantitative impairment analysis by comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill.
−Removed: An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total goodwill allocated to the reporting unit.
−Removed: As of September 30, 2023, we performed a qualitative assessment of goodwill impairment which included an evaluation of changes in industry, market and macroeconomic conditions as well as consideration of our financial performance and any significant trends, including a sustained decline in our stock price.
−Removed: Our qualitative assessment indicated that it is more likely than not that the fair value of the reporting unit is less than its carrying value as of September 30, 2023;
−Removed: therefore, we performed a quantitative impairment analysis.
−Removed: The Company determined the fair value of its reporting unit using a combination of the income and market approaches.
−Removed: The Company placed a 50 % weighting on the market and income approach methods.
−Removed: The determination of fair value using a market approach requires management to make significant assumptions related to the determination of an appropriate group of peer companies, and market revenue multiples from within the selected group of peer companies.
−Removed: Under the income approach, the Company uses a discounted cash flow method, or DCF, to estimate the fair value of a reporting unit.
−Removed: In applying the DCF method, an identified level of future cash flow is estimated.
−Removed: The cash flow projections are based on ten-year financial forecasts developed by management that include purchasing volume, collections forecasts, capital spending trends, and cost assumptions to support anticipated growth, which are updated annually and reviewed by management.
−Removed: Annual estimated cash flows and a terminal value are then discounted to their present value at an appropriate discount rate to obtain an indication of fair value.
−Removed: The discount rate utilized reflects estimates of required rates of return for investments that are seen as similar to an investment in the reporting unit.
−Removed: Because DCF analyses are based on management’s long-term financial projections and require significant estimates and judgments, the market approach is conducted in addition to the income approach in estimating the fair value of a reporting unit.
−Removed: Under the market approach, the Company uses both a Guideline Public Company Method and Guideline Transactions Method to estimate the fair value of equity and the business enterprise value of a reporting unit.
−Removed: The Guideline Public Company approach uses financial metrics from similar public traded companies to estimate fair value.
−Removed: The Guideline Transaction Method calculates fair value by analyzing the actual prices paid for recent mergers and
−Removed: acquisitions in the industry.
−Removed: The Company believes that the current methodology used in determining the fair value at its reporting unit represent its best estimates.
−Removed: In addition, the Company compares the aggregate fair value of the reporting unit to its overall market capitalization, including an estimated control premium based upon control premiums observed in comparable market transactions and other factors.
−Removed: As of September 30, 2023, the carrying value of equity of the Company’s reporting unit exceeded its enterprise wide fair value of equity and the Company recognized a goodwill impairment charge, impairing goodwill of $ 77.3 million on the consolidated statements of operations and comprehensive loss for the quarter ended September 30, 2023.
−Removed: No impairments were recorded for the same period in 2022.
−Removed: Impairment of Long-Lived Assets
−Removed: The Company reviews its long-lived assets for impairment when the Company determines a triggering event has occurred.
−Removed: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or an asset group may not be recoverable.
−Removed: When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset.
−Removed: If the recorded value of the asset is more than the undiscounted cash flow, the asset is written down to its estimated fair value.
−Removed: No impairments were recorded as of September 30, 2023 or for the same period in 2022.
+Added: The Company’s restructuring expense consists primarily of actions taken in May and October 2023 and March 2024 in order to reduce costs and improve operations and manufacturing efficiency.
+Added: Severance-related costs were accounted for as a one-time termination benefit communicated by period end without an additional service component, so the charge represents the total amount expected to be incurred.
+Added: As a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the reduction in force the Company initiated in May and October 2023 and March 2024, such plans are intended to decrease expenses and maintain a streamlined organization to support its business.
+Added: In connection with the Company’s restructuring initiatives, the Company entered into a lease termination agreement on February 28, 2024 with the landlord for the facility in Salt Lake City that will result in a one-time termination fee in the third quarter of 2024.
+Added: The Company will continue to lease the property through June 2024.
+Added: The Company accounted for the lease amendment as a lease modification as of March 31, 2024.
+Added: See Note 7 (Commitments and Contingencies) for additional information.
+Added: On March 1, 2024, the Board of Directors approved a cost savings plan, including a reduction in force, that it expects to reduce its annualized operating expenses.
+Added: This cost savings plan is incremental to the reductions in force in May and October 2023 (the “2023 Workforce Reduction”).
+Added: As part of the plan, the Company plans to reduce its overall headcount by approximately 120 employees.
+Added: The Company expects to substantially complete the reduction in force by June 30, 2024.
+Added: In addition, Bionano Laboratories will phase out over time the offering of certain testing services related to neurodevelopmental disorders, including autism spectrum disorders, and other disorders of childhood development.
+Added: As of the issuance date of these unaudited condensed consolidated financial statements the Company has not yet ceased offering the above referenced services.
+Added: The estimates of costs and expenses that the Company expects to incur in connection with the reduction in force are subject to a number of assumptions and actual results may differ materially.
+Added: The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in force.
+Added: See Note 7 (Commitments and Contingencies) for additional information.
+Added: Impairment of Long-Lived Assets (including Finite-Lived Intangible Assets)
+Added: Long-lived assets are reviewed for impairment if indicators of potential impairment exist.
+Added: If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets (other than goodwill), that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis.
+Added: A long-lived asset (other than goodwill) is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount.
+Added: Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense.
+Added: During the quarter ended March 31, 2024, the Company experienced a triggering event as a result of the restructuring initiatives that required an evaluation of our non-OGM Bionano Laboratories asset group for impairment.
+Added: The Company performed a recoverability test and concluded that the long-lived assets were not recoverable;
+Added: therefore, the Company measured the impairment loss and fully impaired the intangible assets acquired through the acquisition of Lineagen, consisting of its trade
+Added: name and customer relationship intangible assets.
+Added: The Company recognized an impairment loss of $ 0.4 million as of March 31, 2024.
+Added: No impairment losses were recorded during the same period in 2023.
The Company reviews its inventories for classification purposes.
The value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as non-current within Other long-term assets.
−Removed: As of September 30, 2023, $ 7.1 million of inventories were included in Other long term assets.
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2016-13, Financial Instruments - Credit Losses:
−Removed: Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available for sale debt securities.
−Removed: For trade receivables and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses.
−Removed: For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities.
−Removed: The Company adopted ASU 2016-13 as of January 1, 2023.
−Removed: The cumulative effect of applying the new credit loss standard was not material and, therefore, did not result in an adjustment to retained earnings.
−Removed: The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or related financial statement disclosures.
−Removed: In accordance with ASU 2016-13, the Company no longer evaluates whether its available-for-sale debt securities in an unrealized loss position are other than temporarily impaired.
−Removed: Instead, the Company assesses whether such unrealized loss positions are credit-related.
−Removed: The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in other income through an allowance account.
−Removed: Unrealized gains and losses that are not credit-related are included in accumulated other comprehensive income.
+Added: As of March 31, 2024, $ 4.2 million of inventories were included in Other long term assets.
+Added: Change in depreciable lives of property and equipment
+Added: The Company reviews the estimated useful life of its fixed assets on an ongoing basis.
+Added: This review indicated that the actual lives of the Company’s Saphyr and Stratys instruments were longer than the estimated useful lives used for depreciation purposes in the Company’s unaudited condensed consolidated financial statements.
+Added: As a result, effective January 1, 2024, the Company changed its estimates of the useful lives of the Company’s Saphyr and Stratys instruments to better reflect the estimated period during which these assets will remain in service.
+Added: The estimated useful lives of the Company’s Saphyr and Stratys instruments were increased from 5 to 7 years.
+Added: The effect of this change in estimate reduced depreciation expense by $ 0.5 million.
+Added: Recent Accounting Pronouncements
+Added: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies.
+Added: The Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its condensed consolidated financial condition or results of operations upon adoption.
Net Loss Per Share
3 unchanged sentences
The Company’s potentially dilutive securities which include outstanding warrants to purchase stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), and outstanding stock options under the Company’s equity incentive plans have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share.
−Removed: Restricted stock is treated as outstanding for accounting purposes.
For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding because all potentially dilutive securities were anti-dilutive.
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):
−Removed: September 30,
−Removed: 2023 September 30,
+Added: 2024 March 31,
Stock options 3,061,000 3,201,000
−Removed: Unvested restricted stock — 342,000
Warrants 21,696,000 436,000
+Added: Convertible notes payable into common stock 8,498,000 —
RSUs 184,000 246,000
3 unchanged sentences
Revenue by Source
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: Three Months Ended March 31,
Instruments $ 1,614,000 $ 1,896,000
4 unchanged sentences
Total revenue $ 8,769,000 $ 7,415,000
−Removed: The Company has revised the classification of its revenue between the categories in the table above for the September 30, 2022 statement of operations.
−Removed: In the September 30, 2022 statement of operations, “software” was included in “service and other.”
Revenue by Geographic Location
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
−Removed: $ % $ % $ % $ %
+Added: Three Months Ended March 31,
Americas $ 4,690,000 53 % $ 3,444,000 47 %
6 unchanged sentences
Asia Pacific includes China, Japan, South Korea, Singapore, India and Australia.
−Removed: During the three months ended September 30, 2022, the Company changed the presentation of its revenues from India to be included in the Asia Pacific geographic region.
−Removed: Prior to the three months ended September 30, 2022, the Company had presented revenues from India in the EMEA geographic region.
−Removed: The impact of this change on prior period disclosures is immaterial.
−Removed: For the three months ended September 30, 2023 and 2022, the United States represented 51.2 % and 41.8 % of total revenue, respectively.
−Removed: For the nine months ended September 30, 2023 and 2022, the United States represented 44.2 % and 41.3 % of total revenue, respectively.
−Removed: For the nine months ended September 30, 2023, China represented 10.3 % of total revenue.
−Removed: For the three and nine months ended September 30, 2022, China represented 13.4 % and 13.1 % of total revenue, respectively.
−Removed: No other countries represented greater than 10% of revenue during the three and nine months ended September 30, 2023 and 2022.
+Added: For the three months ended March 31, 2024 and 2023, the United States represented 42.6 % and 41.2 % of total revenue, respectively.
+Added: No other countries represented greater than 10% of revenue during the three months ended March 31, 2024 and 2023.
Remaining Performance Obligations
−Removed: As of September 30, 2023, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $ 1.0 million.
−Removed: These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations.
+Added: As of March 31, 2024, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $ 1.2 million.
+Added: These remaining performance obligations primarily relate to extended warranty, support and maintenance obligations, as well as obligations related to software under hosting arrangements.
The Company expects to recognize approximately 78.5 % of this amount as revenue during the remainder of 2024, 16.1 % in 2025, and 5.4 % in 2026 and thereafter.
Warranty revenue is included in service and other revenue.
−Removed: The Company recognized revenue of approximately $ 0.2 million and $ 0.1 million during the three months ended September 30, 2023 and 2022, respectively, which was included in the contract liability balance at the end of the previous year, and revenue of approximately $ 1.3 million and $ 0.6 million during the nine months ended September 30, 2023 and 2022, respectively, which was included in the contract liability balance at the end of the previous year.
+Added: The Company recognized revenue of approximately $ 0.6 million and $ 0.7 million during the three months ended March 31, 2024 and 2023, respectively, which was included in the contract liability balance at the end of the previous year.
Balance Sheet Account Details
Accounts Receivable and Allowance for Credit Losses
−Removed: September 30,
2024 December 31,
4 unchanged sentences
$ 8,313,000 $ 9,319,000 $ 7,022,000
−Removed: Changes to the allowance for credit losses during the nine months ended September 30, 2023 were as follows:
+Added: Changes to the allowance for credit losses during the three months ended March 31, 2024 and 2023 were as follows:
Allowance for Credit Losses
1 unchanged sentence
Provision for expected credit loss ( 5,000 )
−Removed: Balance as of September 30, 2023
+Added: Balance as of March 31, 2023
$ ( 250,000 )
+Added: Balance as of January 1, 2024
+Added: $ ( 483,000 )
+Added: Provision for expected credit loss —
+Added: Balance as of March 31, 2024
+Added: $ ( 428,000 )
The Company’s adoption of ASU No.
2 unchanged sentences
The components of inventories are as follows:
−Removed: September 30,
2024 December 31,
10 unchanged sentences
Intangible assets that are subject to amortization consisted of the following for the periods presented:
−Removed: September 30, 2023
+Added: March 31, 2024
December 31, 2023
4 unchanged sentences
Intangibles, net $ 46,800,000 $ ( 15,168,000 ) $ 31,632,000 $ 48,380,000 $ ( 14,508,000 ) $ 33,872,000
−Removed: Intangible assets not subject to amortization totaled $ 0.1 million at September 30, 2023 and December 31, 2022, and related to the Company’s domain name.
+Added: Intangible assets not subject to amortization totaled $ 0.1 million at March 31, 2024 and December 31, 2023, and related to the Company’s domain name.
Accrued Expenses
Accrued expenses consist of the following:
−Removed: September 30,
2024 December 31,
Compensation expenses*
+Added: $ 8,761,000 $ 5,030,000
Customer deposits 17,000 17,000
6 unchanged sentences
Total $ 11,028,000 $ 8,089,000
−Removed: Convertible Notes and Warrants
−Removed: On October 11, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with High Trail Special Situations LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell, for an aggregate $ 80.0 million in gross proceeds:
−Removed: (i) in a registered offering by the Company directly to the Purchaser (the “Offering”)
−Removed: (a) $ 45.0 million aggregate principal amount of senior secured convertible notes due 2025 (the “Registered Notes”) initially convertible by the Purchaser at a price of $ 2.86 into 15.7 million shares of the Company’s common stock and
−Removed: (b) warrants to purchase up to 21.7 million shares of the Company’s common stock at a price of $ 3.19 per share (the “Registered Warrants”), and
−Removed: (ii) in a concurrent private placement (the “Private Placement”), $ 35.0 million aggregate principal amount of senior secured convertible notes due 2025 initially convertible at a price of $ 2.86 into 12.2 million shares of the Company’s common stock (the “Private Placement Notes” and together with the Registered Notes, the “Notes”).
−Removed: The Company also granted the Purchaser an option to purchase up to an additional $ 25.0 million aggregate principal amount of Private Placement Notes initially convertible at a price of $ 2.86 into 8.7 million shares of the Company’s common stock (the “Subsequently Purchased Notes”) and warrants (the “Private Placement Warrants” and together with the Registered Warrants, the “Warrants”) to purchase up to 6.8 million shares of the Company’s common stock in a subsequent private placement on the same terms as the Notes and the Registered Warrants (any such subsequent private placement, a “Subsequent Private Placement”).
−Removed: The $ 35.0 million proceeds of the Private Placement Notes was deposited into a restricted account subject to an account control agreement that only permits funds to be released once per calendar month upon the satisfaction of certain funding conditions specified in the Notes.
−Removed: The Notes are secured by a first-priority lien, subject only to certain permitted liens, on substantially all of the Company’s and subsidiaries’ (other than certain foreign subsidiaries) tangible and intangible assets, whether now owned or hereafter acquired (other than certain excluded property).
−Removed: The Offering and Private Placement closed on October 13, 2023.
−Removed: The Company’s net proceeds from the sale of the Notes and the Registered Warrants were approximately $ 75.6 million, after deducting the estimated Offering and Private Placement expenses and placement agent fees.
−Removed: Placement Agent Agreement
−Removed: The Company retained Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated to act as co-lead placement agents and BTIG, LLC as placement agent (together, the “Placement Agents”) for the sale of the Notes and the Warrants, and entered into a placement agent agreement, dated October 11, 2023.
−Removed: The Company agreed to pay the Placement Agents a cash fee equal to $ 2.7 million at the closing of the Offering and a cash fee equal to 6.0 % of the gross proceeds from the sale of any Subsequent Private Placement.
−Removed: The Placement Agent Agreement contains customary representations, warranties and agreements by the Company and indemnification obligations.
−Removed: Senior Secured Convertible Notes
−Removed: The Notes were sold at 100 % of their principal amount and will be repaid at 115 % of the principal amount (the “Repayment Price”).
−Removed: The Notes do not bear regular interest and mature on September 1, 2025 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.
−Removed: The holders will have the option to partially redeem a portion of the Notes on the first day of each month beginning on November 1, 2023, at the Repayment Price.
−Removed: The Company has the right to redeem all of the then outstanding principal amount of the Notes under certain circumstances, and the holders of the Notes may require the Company to redeem the Notes upon a fundamental change (as defined in the Notes) in each case for a redemption price set forth in the Notes.
−Removed: The Notes subject the Company to various affirmative and negative covenants, events of default and other restrictions.
−Removed: On the earlier to occur of (i) the date that no principal amount remains outstanding or (ii) the Maturity Date, the Company will be required to pay a retirement fee to the holders of the Notes equal to the product of (x) with respect to the Registered Notes, (a) 2.8 million multiplied by (b) a fraction, whose numerator is an amount equal to $ 45.0 million less the aggregate principal amount of such Registered Notes converted into shares of the Company’s common stock, and whose denominator is $ 45.0 million ;
−Removed: (y) with respect to the Private Placement Notes, (a) $ 2.2 million multiplied by (b) a fraction, whose numerator is an amount equal to $ 35.0 million less the aggregate principal amount of such Private Placement Notes converted into shares of the Company’s common stock, and whose denominator is $ 35.0 million ;
−Removed: and (z) with respect to any Subsequently Purchased Notes, an amount equal to 6.25 % of the initial principal amount of such Subsequently Purchased Notes multiplied by (b) a fraction, whose numerator is an amount equal to the initial principal amount of such Subsequently Purchased Notes less the aggregate principal amount of such Subsequently Purchased Notes converted into shares of the Company’s common stock, and whose denominator is an amount equal to the initial principal amount of such Subsequently Purchased Notes.
−Removed: Each Warrant is immediately exercisable upon issuance for one share of the Company’s common stock with an exercise price of $ 3.19 per share.
−Removed: The Warrants expire on the fifth anniversary of the date of issuance and provide for earlier redemption at the request of the holder in the event of a Change of Control, as defined.
−Removed: The exercise price and number of Warrants is subject to adjustment in the event of subdivision or combination of the Company’s common stock, and the exercise price is subject to reduction at any time if deemed appropriate by the Company’s Board of Directors.
−Removed: The holders of the Warrants have certain participatory rights upon any distributions of assets, including cash, stock or other property to the Company’s stockholders, per their terms.
−Removed: The holders of the Warrants have certain purchase rights if at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the holders of common stock, per their terms.
−Removed: The Warrants include provision for cashless exercise, at the holder’s election, if at the time of exercise there is no effective registration statement registering, or a prospectus is not available for the issuance of, the common stock to the holder.
−Removed: The Holder’s ability to exercise the Warrants is limited if after such exercise the holder and its affiliates and attribution parties beneficially own an aggregate of 4.99 % of the Company’s common stock, which percentage may be changed at the holders’ election to a higher or lower percentage not in excess of 9.99 % upon 61 days’ notice subject to the terms of the Warrants.
+Added: *Compensation expenses include restructuring costs of $ 3.9 million incurred during the quarter ended March 31, 2024.
+Added: Refer to Note 7 - Commitments and Contingencies.
+Added: High Trail Agreement
+Added: As of March 31, 2024, the Company had aggregate principal outstanding under the Notes of $ 24.3 million, reported at fair value of $ 29.1 million (refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion) and broken out as follows:
+Added: Principal balance, December 31, 2023
+Added: Partial redemption payments of principal
+Added: Redemption payment of principal in connection with modification
+Added: Notes principal balance, March 31, 2024
+Added: On January 1, 2024, and February 1, 2024, the holders redeemed an aggregate of $ 9.0 million of principal, at the Repayment Price of $ 10.4 million.
+Added: As of March 31, 2024, at the holder’s option, the Company may be required to make future aggregate redemptions at the repayment price of 115 % as follows (unless earlier converted per the terms):
+Added: As of March 31, 2024, and assuming no future conversions, the Company would be required to pay a remaining retirement fee of $ 2.2 million, based on full redemption of principal.
+Added: Debt Financing Amendment
+Added: On February 27, 2024, the Company entered into a letter agreement (the “Letter Agreement”) and an Amendment to the Registered Note (the “Amendment”), with the purchaser of the senior secured convertible notes payable due 2025 (the “Registered Notes”) which provided for, among other things, the following:
+Added: • Reduction (i) of the minimum liquidity covenant from $ 50.0 million, and (ii) of the restricted cash covenant from $ 35.0 million, in both cases, to the amount equal to the sum of (iii) the outstanding principal amount of the Registered Notes plus (iv) approximately $ 0.7 million, which will be further reduced as the remaining principal on the Registered Notes are retired;
+Added: • Cancellation of the March 2024 partial redemption payment and delay of the April 2024 partial redemption payment to April 20, 2024;
+Added: • Redemption of the outstanding $ 17.0 million balance of the senior secured convertible notes payable due 2025 initially issued in a concurrent private placement to the purchaser (the “Private Placement Notes” and together with the Registered Notes, the “Notes”) at a redemption price of 115 % for a total redemption payment of approximately $ 19.6 million;
+Added: • Redemption of approximately $ 10.7 million of the Registered Notes at a redemption price of 115 % for a total redemption payment of approximately $ 12.3 million;
+Added: • Increase of $ 1.0 million to the Retirement Fee (as defined in the Notes) of the Private Placement Notes to $ 3.2 million paid concurrently with redemptions of the initial private placement note, which was recorded in other income (expense).
+Added: The Company accounted for the Amendment as a modification and therefore recorded no gain or loss.
+Added: The terms of the new debt permitted the Company to prepay the debt in the same amount as the partial redemption payments at 115 % of principal.
+Added: There was no modification made to the option to purchase additional convertible notes (“Purchase Option”) or Purchase Warrants (as defined in Note 6 (Stockholders’ Equity and Stock-Based Compensation)) issued in connection with the Notes.
+Added: On April 20, 2024, and May 1, 2024, the holders redeemed an aggregate of $ 9.0 million of principal, at the Repayment Price of $ 10.4 million.
Stockholders’ Equity and Stock-Based Compensation
7 unchanged sentences
The Company agreed to pay Cowen a commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights.
−Removed: In August 2022, the Company sold approximately 0.7 million shares of common stock under the Cowen ATM at an average share price of $ 34.59 per share, and received gross proceeds of approximately $ 23.1 million before deducting offering costs of $ 0.6 million.
−Removed: During the nine months ended September 30, 2023, the Company sold approximately 5.6 million shares of common stock under the Cowen ATM at an average share price of $ 8.28 per share, and received gross proceeds of approximately $ 46.5 million before deducting offering costs of $ 1.2 million.
+Added: During the three months ended March 31, 2024, the Company sold approximately 11.8 million shares of common stock under the Cowen ATM at an average share price of $ 1.31 per share, and received gross proceeds of approximately $ 15.4 million before deducting offering costs of $ 0.4 million.
Stock Warrants
−Removed: A summary of the Company’s warrant activity during the nine months ended September 30, 2023 was as follows:
+Added: A summary of the Company’s warrant activity during the three months ended March 31, 2024 was as follows:
Shares of Stock under Warrants Weighted-
2 unchanged sentences
Outstanding at January 1, 2024
+Added: 21,696,000 $ 4.38 4.78 $ —
Granted — — — —
1 unchanged sentence
Canceled — — — —
−Removed: Outstanding at September 30, 2023
+Added: Outstanding at March 31, 2024
21,696,000 $ 4.38 4.54 $ —
Stock Options
−Removed: A summary of the Company’s stock option activity during the nine months ended September 30, 2023 was as follows:
+Added: A summary of the Company’s stock option activity during the three months ended March 31, 2024 was as follows:
Shares of Stock under Stock Options Weighted-
2 unchanged sentences
Outstanding at January 1, 2024
+Added: 3,268,000 $ 24.79 7.80 $ 3,000
Granted 51,000 1.18 —
1 unchanged sentence
Canceled ( 258,000 ) 25.47 —
−Removed: Outstanding at September 30, 2023
+Added: Outstanding and expected to vest at March 31, 2024
3,061,000 $ 24.34 7.92 $ —
−Removed: Vested and exercisable at September 30, 2023
+Added: Vested and exercisable at March 31, 2024
1,563,000 $ 29.48 7.34 $ —
−Removed: For the three months ended September 30, 2023, the weighted-average grant date fair value of stock options granted was $ 2.32 per share.
−Removed: For the nine months ended September 30, 2023, the weighted-average grant date fair value of stock options granted was $ 8.24 per share.
+Added: For the three months ended March 31, 2024, the weighted-average grant date fair value of stock options granted was $ 0.84 per share.
Stock-Based Compensation
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2023 2022 2023 2022
Cost of product revenue $ 81,000 $ 102,000
5 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2023 2022 2023 2022
Risk-free interest rate 4.0 % 4.0 %
2 unchanged sentences
Expected dividend yield 0.0 % 0.0 %
−Removed: Restricted Stock
−Removed: A restricted stock award in the amount of 0.5 million shares with a grant date fair value of $ 52.00 a share was granted as part of the acquisition of BioDiscovery.
−Removed: One-third of the Restricted Shares was scheduled to vest on October 18, 2022 and one-twelfth of the Restricted Shares was scheduled to vest every three months following October 18, 2022, subject to continuous service of the key employee.
−Removed: The fair value of the restricted stock award was based on the market value of common stock as of the date of grant and was amortized to stock-based compensation expense over the service period.
−Removed: On October 4, 2022, the restricted stock award was modified due to the change in employment status of the key employee from full time to emeritus.
−Removed: As a result of the modification, the restricted stock award vested in full on October 4, 2022.
−Removed: The award was revalued on the modification date, resulting in a modified grant date fair value of $ 20.40 a share ($ 15.8 million less than the initial grant date fair value of the award).
−Removed: The fair value of the modified restricted stock award was based on the market value of common stock as of the modification date.
Restricted Stock Units and Performance Stock Units
−Removed: The following table summarizes RSU activity during the nine months ended September 30, 2023:
+Added: The following table summarizes RSU activity during the three months ended March 31, 2024:
Stock Units Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2024
−Removed: Granted 287,000 14.40
+Added: 239,000 $ 16.30
Released ( 48,000 ) 16.30
Forfeited ( 7,000 ) 16.30
−Removed: Outstanding at September 30, 2023
+Added: Outstanding at March 31, 2024
184,000 $ 16.30
−Removed: The total intrinsic value of the RSUs that vested during the nine months ended September 30, 2023 was $ 0.5 million, determined as of the date of vesting.
−Removed: The weighted average remaining contractual term for the RSUs is 3.2 years as of September 30, 2023.
−Removed: The following table summarizes PSU activity during the nine months ended September 30, 2023:
+Added: The total fair value of the RSUs that vested during the three months ended March 31, 2024 was $ 0.8 million, determined as of the date of vesting.
+Added: The weighted average remaining contractual term for the RSUs is 2.6 years as of March 31, 2024.
+Added: The following table summarizes PSU activity during the three months ended March 31, 2024:
Stock Units Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2024
+Added: 29,000 $ 47.4
Forfeited — —
−Removed: Outstanding at September 30, 2023
+Added: Outstanding at March 31, 2024
29,000 $ 47.4
−Removed: The weighted average remaining contractual term for the PSUs is 0.3 years as of September 30, 2023.
+Added: During the year ended December 31, 2023, the Company reassessed the implicit service period on its performance-based stock units relative to specified revenue targets and determined that the performance conditions were met from an accounting perspective, but subject to certain certifications and approval from the Compensation Committee;
+Added: therefore, the remaining
+Added: expense was accelerated as of December 31, 2023.
+Added: As a result of the accelerated vesting terms, the weighted average remaining contractual term for the PSUs is 0 years as of March 31, 2024.
Executive Option Grants and RSUs
3 unchanged sentences
The RSUs shall vest annually over four years beginning one year after the Grant Date, and the balance of the shares vest in a series of three successive equal annual installments measured from the first anniversary of the Grant Date, such that the RSU shall be fully vested on the four-year anniversary of the Grant Date.
−Removed: Series A Preferred Stock
−Removed: On April 13, 2023, the Company entered into an agreement with David Barker, the Chair of the Company’s board of directors, pursuant to which the Company agreed to issue and sell one share of the Company’s Series A Preferred Stock, par value $ 0.0001 per share for a purchase price of $ 100.00 .
−Removed: The closing of the sale and purchase of the share of Series A Preferred was completed on April 13, 2023.
−Removed: The share of Series A Preferred was entitled 3.0 billion votes, but had the right to vote only on a proposal submitted to the stockholders of the Company to adopt an amendment, or a series of alternate amendments, to the Company’s Amended and Restated Certificate of Incorporation, as amended, to combine the outstanding shares of common stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance with the terms of such amendment or series of alternate amendments (“Reverse Stock Split Proposal”), and had no voting rights (i) except with respect to a Reverse Stock Split Proposal and the votes of the share of Series A Preferred were required to be cast for and against such Reverse Stock Split Proposal in the same proportion as shares of common stock were voted for and against such Reverse Stock Split Proposal (with any shares of common stock that were not voted, whether due to abstentions, broker non-votes or otherwise not counted as votes for or against a Reverse Stock Split Proposal) and (ii) unless the holders of one-third (1/3rd) of the outstanding shares of common stock were present and voted, in person or by proxy, at the meeting of stockholders at which the Reverse Stock Split Proposal was submitted for stockholder approval (or any adjournment thereof).
−Removed: The share of Series A Preferred voted together with the common stock as a single class on the Reverse Stock Split Proposal at the Company’s 2023 Annual Meeting of Stockholders held on June 14, 2023.
−Removed: The Series A Preferred had no other voting rights, except as may have been required by the General Corporation Law of the State of Delaware.
−Removed: The outstanding share of Series A Preferred was redeemed in whole, for a redemption price of $ 100.00 , paid out of funds lawfully available therefor automatically immediately following the approval by the stockholders of the Reverse Stock Split Proposal on June 14, 2023.
+Added: Registered Direct Offering
+Added: On April 4, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “Registered Direct Offering”):
+Added: (i) an aggregate of 6.5 million shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of 2.2 million shares of common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 8.7 million shares of common stock (the “Purchase Warrants”).
+Added: The combined purchase price of each share of common stock and accompanying Warrant is $ 1.15 per share.
+Added: The combined purchase price of each Pre-Funded Warrant and accompanying Warrant is $ 1.14 (equal to the combined purchase price per share of common stock and accompanying Warrant, minus $ 0.001 ).
+Added: The gross proceeds to the Company from the Registered Direct Offering was $ 10.0 million.
+Added: The Company received net proceeds of $ 9.3 million after deducting placement agent fees and other offering expenses of $ 0.7 million payable by the Company.
+Added: Each Warrant is exercisable for one share of common stock at an exercise price of $ 1.02 per share.
+Added: The Purchase Warrants are immediately exercisable as of the date of issuance of April 8, 2024, and will expire on the five-year anniversary of the date of issuance.
+Added: The Pre-Funded Warrants are offered in lieu of shares of common stock and provide that the holder may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99 % (or, at the election of the holder, 9.99 %) of the Company’s outstanding common stock immediately following the consummation of the Registered Direct Offering.
+Added: Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.
+Added: The Pre-Funded Warrants are immediately exercisable and were exercised in full at the time of closing.
Commitments and Contingencies
1 unchanged sentence
See Note 11 – Commitments and Contingencies, subsection titled “Leases”, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the Company’s lease agreements.
−Removed: The future minimum payments under non-cancellable operating and finance leases as of September 30, 2023, are as follows:
+Added: The future minimum payments under non-cancellable operating and finance leases as of March 31, 2024, are as follows:
Operating Leases Finance Lease
8 unchanged sentences
Total lease liabilities $ 4,945,000 $ 3,844,000
+Added: Restructuring
+Added: In October, 2023, the Company committed to a series of cost saving initiatives including a reduction in force (the “Workforce Reduction”) and, as a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the reduction in force the Company initiated in May 2023, such plan is intended to decrease expenses and maintain a streamlined organization to support its business.
+Added: In connection with the Company’s restructuring initiatives, the Company entered into a lease termination agreement on February 28, 2024 with the landlord for the facility in Salt Lake City that will result in a one-time termination fee of approximately $ 0.2 million in the third quarter of 2024.
+Added: The Company will continue to lease the property through June 2024.
+Added: The Company accounted for the lease amendment as a lease modification as of March 31, 2024 and recorded a gain of $ 0.1 million
+Added: On March 1, 2024, the Board of Directors approved a cost savings plan, including a reduction in force, that it expects to reduce its annualized operating expenses.
+Added: This cost savings plan is incremental to the 2023 Workforce Reduction.
+Added: As part of the plan, the Company plans to reduce its overall headcount by approximately 120 employees.
+Added: The Company expects to substantially complete the reduction in force by June 30, 2024.
+Added: In addition, Bionano Laboratories will phase out over time the offering of certain testing services related to neurodevelopmental disorders, including autism spectrum disorders, and other disorders of childhood development.
+Added: As of the issuance date of these unaudited condensed consolidated financial statements we have not yet ceased offering the above-referenced services.
+Added: The estimates of costs and expenses that the Company expects to incur in connection with the reduction in force are subject to a number of assumptions and actual results may differ materially.
+Added: The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in force.
+Added: The workforce reduction resulted in total restructuring charges of approximately $ 3.9 million , comprised primarily of severance payments and wages for the 60-day notice period in accordance with the California Worked Adjustment and Retraining Notification (WARN) Act.
+Added: The following is a summary of restructuring charges associated with the reduction in force for the quarter ended March 31, 2024 including severance, impairment, and other exit related costs:
+Added: Lease related expenses
+Added: Total restructuring charges including in operating expenses
+Added: COGS restructuring
+Added: Total restructuring charges
+Added: The following restructuring liability activity was recorded in connection with the reduction in force for the quarter ended March 31, 2024 including within accrued expenses on the unaudited condensed consolidated financial statements:
+Added: Accrued restructuring as of December 31, 2023
+Added: Restructuring charges incurred during the period
+Added: Cash payments
+Added: Accrued restructuring as of March 31, 2024
From time to time, the Company may be subject to potential liabilities under various claims and legal actions that are pending or may be asserted.
4 unchanged sentences
Contingent Consideration
−Removed: See Note 9 to our unaudited condensed consolidated financial statements for a discussion of the contingent consideration liability.
−Removed: Purigen Acquisition
−Removed: In November 2022, the Company completed the acquisition of Purigen Biosystems, Inc.
−Removed: for approximately $ 32.0 million in cash and up to an aggregate of $ 32.0 million in cash payable based on the achievement of certain milestones.
−Removed: Cash of $ 1.2 million will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Purigen Merger Agreement.
−Removed: The acquisition was structured as a stock sale and therefore goodwill is non-tax deductible.
−Removed: The purchase price allocation for the acquisition of Purigen is preliminary and subject to revision as additional information about the fair value of assets and liabilities becomes available.
−Removed: As permitted under ASC 805, the Company is allowed a measurement period, which may not exceed one year, in which to complete its accounting for the acquisition.
−Removed: Per the terms of the Purigen Merger Agreement, the purchase price is still subject to adjustment for the final determination of deferred and current tax assets and liabilities.
−Removed: During the second quarter of 2023, the Company recorded an increase in the estimated return of cash to buyer from escrow in the amount of $ 5,000 , with the offset recorded to goodwill.
−Removed: The following is the purchase price for the acquisition of Purigen:
−Removed: Cash $ 32,034,000
−Removed: Estimated fair value of milestone consideration 12,970,000
−Removed: Return of cash to buyer from escrow ( 95,000 )
−Removed: Total purchase price $ 44,909,000
−Removed: The total purchase price was allocated to Purigen’s tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill, as follows:
−Removed: Cash & cash equivalents $ 290,000
−Removed: Accounts receivable 259,000
−Removed: Inventory 944,000
−Removed: Prepaid expenses and other current assets 184,000
−Removed: Property and equipment, net 805,000
−Removed: Restricted cash 400,000
−Removed: Operating lease right-of-use assets 1,636,000
−Removed: Other long-term assets 533,000
−Removed: Intangible assets 20,000,000
−Removed: Goodwill 22,646,000
−Removed: Accounts payable and other accrued liabilities ( 1,152,000 )
−Removed: Operating lease liability (short-term and long-term) ( 1,636,000 )
−Removed: Net assets acquired $ 44,909,000
−Removed: The acquisition date fair values of identifiable intangible assets acquired are as following:
−Removed: Developed technology $ 18,800,000
−Removed: Customer relationships 200,000
−Removed: Tradename 1,000,000
−Removed: Fair value of identifiable intangible assets $ 20,000,000
−Removed: The Company uses the income approach to derive the fair value of the identified intangible assets acquired.
−Removed: This approach calculates fair value by estimating future cash flows attributable to the assets and then discounting these cash flows to a present value using a risk-adjusted discount rate.
−Removed: The customer relationships and trade name intangibles are being amortized on a straight-line basis over their estimated useful lives of 5 years.
−Removed: The developed technology intangible is being amortized on a straight-line basis over its estimated useful live of 15 years.
−Removed: Straight-line amortization was determined to be materially consistent with the pattern of expected use of the intangible assets.
−Removed: As the Company began integrating Purigen’s operations with its existing operations during the fourth quarter of 2022, it is not practical or meaningful to distinguish Purigen’s expenses or net income or loss from that of the combined operations.
−Removed: The Company recognized approximately $ 1.8 million of acquisition-related transaction costs for the acquisitions of Purigen, including financial advisor fees, legal expenses and accounting fees for the year ended December 31, 2022.
−Removed: These costs were included in the consolidated statement of operations in selling, general and administrative expense.
−Removed: Pro forma Financial Information
−Removed: The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Purigen as if the companies had been combined as of the beginning of the year prior to the acquisition.
−Removed: These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Purigen to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied at the beginning of the year prior to the acquisition.
−Removed: The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2021.
−Removed: Three Months Ended September 30
−Removed: Nine Months Ended September 30,
−Removed: Revenue $ 7,667,000 $ 21,119,000
−Removed: Net loss ( 33,584,000 ) ( 100,101,000 )
−Removed: Basic and diluted net loss per share
−Removed: $ ( 1.16 ) $ ( 3.49 )
+Added: See Note 8 (Investments and Fair Value Measurements) for a discussion of the contingent consideration liability.
Investments and Fair Value Measurements
1 unchanged sentence
The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider.
−Removed: The investment service provider values the securities using a hierarchical security pricing model
−Removed: that relies primarily on valuations provided by an industry-recognized valuation service.
+Added: The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service.
Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures.
−Removed: The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:
−Removed: September 30, 2023
+Added: The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023:
+Added: March 31, 2024
Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category
2 unchanged sentences
Corporate notes/bonds 6,374,000 — 6,374,000 —
−Removed: Securities of government sponsored entities 1,993,000 — 1,993,000 —
+Added: 4,989,000 — 4,989,000 —
Total investments:
1 unchanged sentence
Money market funds $ 12,041,000 $ 12,041,000 $ — $ —
+Added: Commercial paper classified as restricted investments
+Added: 2,646,000 — 2,646,000 —
+Added: treasuries classified as restricted investments
+Added: 21,800,000 — 21,800,000 —
+Added: Total restricted investments:
+Added: $ 24,446,000 $ — $ 24,446,000 $ —
Contingent consideration $ 10,250,000 $ — $ — $ 10,250,000
+Added: Convertible notes payable $ 29,080,000 $ — $ — $ 29,080,000
+Added: Purchase option liability $ 5,060,000 $ — $ — $ 5,060,000
December 31, 2023
1 unchanged sentence
Level 1 Level 2 Level 3
−Removed: Commercial paper $ 20,020,000 $ — $ 20,020,000 $ —
Corporate notes/bonds 14,360,000 — 14,360,000 —
−Removed: Securities of government sponsored entities 1,981,000 1,981,000
+Added: treasuries 34,463,000 34,463,000
Total investments:
1 unchanged sentence
Money market funds $ 9,752,000 $ 9,752,000 $ — $ —
+Added: Commercial paper classified as restricted investments
+Added: 5,432,000 — 5,432,000 —
+Added: treasuries classified as restricted investments
+Added: 29,685,000 — 29,685,000 —
+Added: Total restricted investments:
+Added: $ 35,117,000 $ — $ 35,117,000 $ —
Contingent consideration $ 10,890,000 $ — $ — $ 10,890,000
+Added: Convertible notes payable
+Added: $ 69,803,000 $ — $ — $ 69,803,000
+Added: Purchase option liability
+Added: $ 8,534,000 $ — $ — $ 8,534,000
Money Market Funds are classified as cash equivalents on the unaudited condensed consolidated balance sheet.
5 unchanged sentences
The fair value of the BioDiscovery contingent consideration liability is reassessed on a quarterly basis using a probability weighted model.
−Removed: Assumptions used to estimate the acquisition date fair value of the contingent consideration related to the acquisition of BioDiscovery include the probability of achieving, or changes in timing, of certain milestones, and a discount rate.
−Removed: On October 2, 2023, the $ 10.0 million milestone consideration was paid in full which approximated the fair value recorded as of September 30, 2023.
+Added: Assumptions used to estimate the fair value of the contingent consideration related to the acquisition of BioDiscovery include the probability of achieving, or changes in timing of certain milestones, and a discount rate of 3 %.
+Added: The Company determined the fair value of the BioDiscovery milestone consideration using a scenario-based technique, as the trigger for payment is event driven.
+Added: On October 2, 2023, the $ 10.0 million milestone consideration was paid in full.
+Added: Any change in fair value of the contingent consideration during the prior years was due to the passage of time.
Contingent consideration liabilities related to the Purigen milestones are related to the achievement of two independent milestones with aggregate possible milestone payments totaling $ 32.0 million.
The fair value of the Purigen milestones are reassessed on a quarterly basis using a probability weighted model and a Monte Carlo Simulation.
−Removed: Assumptions used to estimate the acquisition date fair value of the milestones using a probability weighted model include the probability of achieving, or changes in timing, of independent milestones, and a discount rate of 14 %.
+Added: Assumptions used to estimate the fair value of the milestones using a probability weighted model include the probability of achieving independent milestones, anticipated payment date and a discount rate of 13.3 % and 13.2 % as of March 31, 2024 and December 31, 2023, respectively.
The Company determined the fair value of this milestone consideration using a scenario-based technique, as the trigger for payment is event driven.
−Removed: The Company determined the likelihood of each independent milestone and used probability factors ranging from 20 % to 80 % which were applied to the individual payments.
−Removed: A Monte Carlo Simulation was performed to determine the likelihood that the milestone will be achieved and was applied to the milestone consideration payment.
−Removed: The change in fair value of the contingent consideration during the nine months ended September 30, 2023 was $ 2.5 million.
−Removed: Changes in estimated fair value of contingent consideration liability in the nine months ended September 30, 2023 is as follows:
+Added: The Company determined the likelihood of each independent milestone and used probability factors ranging from 0 % to 49 % which were applied to the individual payments over the five year milestone term.
+Added: The probability factors as of December 31, 2023 ranged from 9 % to 49 %.
+Added: For one milestone, a Monte Carlo Simulation was performed to determine the likelihood that the milestone will be achieved to determine the milestone consideration payment.
+Added: Assumptions include the projected units, revenue discount rates of 8 % and 7 % and discount rates of 13.3 % and 13.2 % as of March 31, 2024 and December 31, 2023, respectively.
+Added: The fair value of the Purigen contingent consideration as of March 31, 2024 and December 31, 2023 were $ 10.3 million and $ 10.9 million, respectively.
+Added: Convertible notes payable and purchase option liability
+Added: March 31, 2024
+Added: December 31, 2023
+Added: Expected volatility
+Added: 82.60 % 80.20 %
+Added: Risk-free interest rate
+Added: 5.33 % 4.92 %
+Added: Term to maturity (years)
+Added: Debt discount rate
+Added: 17.10 % 17.11 %
+Added: Equity discount rate
+Added: 5.33 % 4.92 %
+Added: The table above uses a weighted average of assumptions based on the fair value of the Notes.
+Added: The volatility is based on an analysis of the Company, the risk-free rate is based on US treasury yields, the equity discount rate is based on term-specific US treasury yields, and the debt discount rate is based on the Company’s credit rating.
+Added: In connection with the Notes, the Purchaser was granted an option which expires on the maturity date of the Notes to purchase up to an additional $ 25.0 million aggregate principal amount of private placement notes (the “Subsequently Purchased Notes”) and warrants (refer to Note 5 - High Trail Agreement).
+Added: The estimated fair value of the Purchase Option as of the valuation date was assessed as the difference in the aggregate indicated value of the Subsequently Purchased Notes and the consideration to be paid upon exercising the option which was estimated to be $ 5.1 million and $ 8.5 million at March 31, 2024 and December 31, 2023, respectively.
+Added: The terms used to estimate the fair value of the Subsequently Purchased Notes and warrant underlying the Purchase Option liability (the “Subsequently Purchased Warrants”) are as follows:
+Added: Subsequently Purchased Notes
+Added: Subsequently Purchased
+Added: March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023
+Added: Expected volatility
+Added: 81.50 % 80.20 % 75.80 % 66.20 %
+Added: Risk-free interest rate
+Added: 4.79 % 4.46 % 4.17 % 3.80 %
+Added: Term to maturity (years)
+Added: 1.42 1.50 5.00 5.00
+Added: Dividend yield
+Added: — % — % — % — %
+Added: Exercise price
+Added: — — $ 3.19 $ 3.19
+Added: Debt discount rate
+Added: 16.50 % 16.60 % — % — %
+Added: Equity discount rate
+Added: 4.79 % 4.46 % — % — %
+Added: Changes in estimated fair value of contingent consideration liability, convertible notes payable and option liability in the three months ended March 31, 2024 are as follows:
Consideration
+Added: Notes Payable (Level 3 Measurement)
+Added: (Level 3 Measurement)
Balance as of January 1, 2024
−Removed: Liability recorded as a result of current period acquisition —
+Added: $ 10,890,000 $ 69,803,000 $ 8,534,000
+Added: Issuance of convertible notes payable and option
Change in estimated fair value, recorded in selling, general and administrative expenses ( 640,000 ) — —
−Removed: Cash payments —
−Removed: Balance as of September 30, 2023
−Removed: Changes in estimated fair value of contingent consideration liability in the nine months ended September 30, 2022 is as follows:
+Added: Changes in estimated fair value, recorded in other income (expense), net
+Added: — ( 4,060,000 ) ( 3,474,000 )
+Added: Change in instrument specific credit risk recorded in OCI
+Added: Conversions to common stock
+Added: Cash payments or redemptions
+Added: — ( 36,663,000 ) —
+Added: Balance as of March 31, 2024
+Added: $ 10,250,000 $ 29,080,000 $ 5,060,000
+Added: Changes in estimated fair value of contingent consideration liability in the three months ended March 31, 2023 is as follows:
Consideration
3 unchanged sentences
Cash payments —
−Removed: Balance as of September 30, 2022
+Added: Balance as of March 31, 2023
Available for Sale Investments
8 unchanged sentences
Moreover, the Company continues to receive payments of interest and principal as they become due, and our expectation is that those payments will continue to be received timely.
−Removed: Based on this evaluation, as of September 30, 2023 and December 31, 2022, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors.
+Added: Based on this evaluation, as of March 31, 2024 and December 31, 2023, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors.
As such, no allowances for credit losses were recorded during these periods.
−Removed: As of September 30, 2023 and December 31, 2022, the Company held 6 and 16 securities, respectively, which have been in an unrealized loss position for a period of less than 12 months.
−Removed: As of September 30, 2023 and December 31, 2022, the Company held 6 and 24 securities, respectively, which have been in an unrealized loss position for a period of greater than 12 months.
+Added: As of March 31, 2024 and December 31, 2023, the Company held 20 and 15 securities, respectively, which have been in an unrealized loss position for a period of less than 12 months.
+Added: As of March 31, 2024 and December 31, 2023, the Company held 0 and 2 securities, respectively, which have been in an unrealized loss position for a period of greater than 12 months.
Realized gains and losses are calculated using the specific identification method and recorded in other income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.
The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months.
−Removed: Interest receivable as of September 30, 2023 and December 31, 2022 was $ 0.3 million and $ 0.5 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.
−Removed: As of September 30, 2023, the following table summarizes the amortized cost and the unrealized gains/losses of the available for sale securities:
+Added: During the quarter ended March 31, 2024, the Company sold 6 of its available for sale securities and received proceeds of $ 21.5 million.
+Added: During the quarter ended March 31, 2024, the Company recognized a loss of $ 0.001 million in other income relating to the maturity of its securities.
+Added: Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method.
+Added: Interest receivable as of March 31, 2024 and December 31, 2023 was $ 0.2 million and $ 0.3 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.
+Added: As of March 31, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments:
Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value
1 unchanged sentence
Corporate notes/bonds Less than 1 6,374,000 — — 6,374,000
−Removed: Securities of government sponsored entities Less than 1 1,999,000 — ( 6,000 ) 1,993,000
+Added: Less than 1 4,989,000 — — 4,989,000
Total maturity less than 1 year $ 12,562,000 $ — $ ( 1,000 ) $ 12,561,000
−Removed: Corporate notes/bonds 1 to 5 — — — —
−Removed: Total $ 29,087,000 $ — $ ( 73,000 ) $ 29,014,000
−Removed: As of December 31, 2022, the following table summarizes the amortized cost and the unrealized gains/losses of the available for sale securities:
+Added: As of March 31, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities listed as restricted investments:
Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value
Commercial paper Less than 1 $ 2,650,000 $ — $ ( 4,000 ) $ 2,646,000
+Added: Less than 1 21,813,000 — ( 13,000 ) 21,800,000
+Added: Total maturity less than 1 year $ 24,463,000 $ — $ ( 17,000 ) $ 24,446,000
+Added: As of December 31, 2023, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments:
+Added: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value
Corporate notes/bonds Less than 1 $ 14,369,000 $ — $ ( 9,000 ) $ 14,360,000
−Removed: Securities of government sponsored entities Less than 1 1,998,000 — ( 16,000 ) 1,982,000
+Added: Less than 1 34,459,000 4,000 — 34,463,000
Total maturity less than 1 year $ 48,828,000 $ 4,000 $ ( 9,000 ) $ 48,823,000
−Removed: Corporate notes/bonds 1 to 5 14,268,000 — ( 88,000 ) 14,180,000
−Removed: Total $ 109,182,000 $ 1,000 $ ( 1,088,000 ) $ 108,095,000
−Removed: As of September 30, 2023, the following table summarizes available-for-sale securities in an unrealized loss position with no credit losses reported:
+Added: As of December 31, 2023, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities listed as restricted investments:
+Added: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value
+Added: Commercial paper Less than 1 $ 5,435,000 $ — $ ( 3,000 ) $ 5,432,000
+Added: Less than 1 29,682,000 5,000 ( 2,000 ) 29,685,000
+Added: Total maturity less than 1 year $ 35,117,000 $ 5,000 $ ( 5,000 ) $ 35,117,000
+Added: As of March 31, 2024, the following table summarizes available-for-sale securities in an unrealized loss position:
Less Than 12 Months 12 Months or Greater Total
4 unchanged sentences
Corporate Notes/Bonds 6,374,000 — — — 6,374,000 —
−Removed: Securities of Government Sponsored Entities — — 1,993,000 ( 6,000 ) 1,993,000 ( 6,000 )
+Added: 4,989,000 — — — 4,989,000 —
Total $ 12,561,000 $ ( 1,000 ) $ — $ — $ 12,561,000 $ ( 1,000 )
−Removed: As of December 31, 2022, the following table summarizes available-for-sale securities in an unrealized loss position with no credit losses reported:
+Added: As of March 31, 2024, the following table summarizes available-for-sale securities listed as restricted investments in an unrealized loss position:
Less Than 12 Months 12 Months or Greater Total
3 unchanged sentences
Commercial paper $ 2,646,000 $ ( 4,000 ) $ — $ — $ 2,646,000 $ ( 4,000 )
+Added: 21,800,000 ( 13,000 ) — — 21,800,000 ( 13,000 )
+Added: Total $ 24,446,000 $ ( 17,000 ) $ — $ — $ 24,446,000 $ ( 17,000 )
+Added: As of December 31, 2023, the following table summarizes available-for-sale securities in an unrealized loss position:
+Added: Less Than 12 Months 12 Months or Greater Total
+Added: Gross Unrealized Loss
+Added: Gross Unrealized Loss
+Added: Gross Unrealized Loss
Corporate Notes/Bonds $ 2,362,000 $ ( 5,000 ) $ 10,001,000 $ ( 4,000 ) $ 12,363,000 $ ( 9,000 )
−Removed: Securities of Government Sponsored Entities 1,981,000 ( 16,000 ) — — 1,981,000 ( 16,000 )
Total $ 2,362,000 $ ( 5,000 ) $ 10,001,000 $ ( 4,000 ) $ 12,363,000 $ ( 9,000 )
+Added: As of December 31, 2023, the following table summarizes available-for-sale securities listed as restricted investments in an unrealized loss position:
+Added: Less Than 12 Months 12 Months or Greater Total
+Added: Gross Unrealized Loss
+Added: Gross Unrealized Loss Fair Value
+Added: Gross Unrealized Loss
+Added: Commercial paper $ 5,432,000 $ ( 3,000 ) $ — $ — $ 5,432,000 $ ( 3,000 )
+Added: 11,789,000 ( 2,000 ) — — 11,789,000 ( 2,000 )
+Added: Total $ 17,221,000 $ ( 5,000 ) $ — $ — $ 17,221,000 $ ( 5,000 )
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.