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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2024
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | (18) SUBSEQUENT EVENTS Convertible Notes On April 17, 2024, the Company entered into privately negotiated agreements (the “Agreements”) with certain holders of the Company’s 2028 Notes. Pursuant to the Agreements, the Company issued $620.7 million aggregate principal amount of a new series of Convertible Notes due in 2031 (the “2031 Notes”) in exchange for (i) the retirement of $359.7 million in aggregate principal amount of 2028 Notes, and (ii) payment to the Company of $266.8 million in cash. The net proceeds from the issuance of the 2031 Notes were approximately $259.8 million, after deducting commissions and the offering expenses payable by the Company. The exchange of the 2028 Notes is preliminarily expected to be accounted for as an extinguishment that will result in a gain or loss on settlement of convertible notes in the second quarter of 2024, which will be included in interest income (expense), net in the condensed consolidated statement of operations. The 2031 Notes will mature on April 15, 2031 and bear interest at a rate of 1.75% per year, payable semiannually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024. TARDIS License Agreement Effective May 1, 2024, the Company entered into termination agreements (the “Termination Agreements”) with TGen for the purpose of terminating the license and sponsored research agreement relating to the TARDIS technology, as further described in Note 10, and an additional sponsored research agreement with a broader scope (collectively, the “Original Agreements”). As part of the Termination Agreements, the Company will pay TGen $27.6 million in compensation for the termination of the Original Agreements, which will be allocated into three annual installments of $9.2 million per year beginning in the second quarter of 2024. The Company will measure the termination payments at fair value and recognize the expense incurred in the second quarter of 2024, which will be included in research and development expenses in the condensed consolidated statement of operations. The termination payments eliminate the Company’s obligation to pay TGen any further payments, equities, fees, costs, or other amounts that would have been due under the Original Agreements, including the milestone payments as described in Note 10. The Company’s ongoing development efforts for its pipeline tests are not impacted by the Termination Agreements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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