In the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, the Company determined that a correction was necessary with respect to the Company’s reporting and recording of the fair value of the Common Warrants and the Subsequent Closing Warrants, issuable by the Company in the Second and Third Closing contingent upon the satisfaction or waiver of certain specified conditions set forth therein (See Note 9).

The Company has historically reported the Common Warrants and Subsequent Closing Warrants as equity instruments, because (i) of the respective holders’ ability to settle the Common Warrants and Subsequent Closing Warrants by issuance of a fixed number of shares of common stock or Pre-funded Warrants and (ii) the Common Warrants and Subsequent Closing Warrants contain a fixed exercise price and contain no cash settlement obligation. However, in the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, management of the Company concluded that the Common Warrants and the Subsequent Closing Warrants do not meet the conditions to be classified as equity instruments under ASC 815-40, and must instead be recorded as liabilities on the Company’s balance sheet at their fair value and remeasured at fair value for each subsequent reporting period, with the initial fair value and fair value of financial instruments issued in excess of proceeds and any change in fair value recorded in the condensed consolidated statements of operations and comprehensive income as a gain or loss.

Management prepared a quantitative and qualitative analysis of the errors in accordance with the U.S. SEC Staff's Accounting Bulletin Nos. 99 and 108, Materiality, and concluded the impact of the errors are material to the Company's previously reported interim unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2023. As a result, the Company has restated its Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Operations and Comprehensive Loss, Condensed Consolidated Statement of Stockholders' Equity, and Condensed Consolidated Statement of Cash Flows as of and for the three and six months ended June 30, 2023. The restatement includes adjustments to Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds, Additional paid-in capital, and Accumulated Deficit.

The impact of the correction of the misstatements is summarized below (in thousands):


	As of June 30, 2023
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Warrant liabilities		—			56,181			56,181
Total liabilities		6,836			56,181			63,017
Common stock		23			—			23
Additional paid-in capital		323,142			—			323,142
Accumulated deficit		(223,216	)		(56,181	)		(279,397	)
Total Stockholders' Equity	$	99,949		$	(56,181	)	$	43,768


	For the Three Months Ended June 30, 2023									For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			(56,181	)		(56,181	)		—			(56,181	)		(56,181	)
Net loss and comprehensive loss	$	(9,579	)	$	(56,181	)	$	(65,760	)	$	(20,351	)	$	(56,181	)	$	(76,532	)
Net loss per share, basic and diluted	$	(0.40	)	$	(2.34	)	$	(2.74	)	$	(1.06	)	$	(2.93	)	$	(3.99	)


	For the Six Months Ended June 30, 2023
	Accumulated Deficit									Total Stockholders' Equity
Corrected Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Balance as of December 31, 2022	$	(202,865	)	$	—		$	(202,865	)	$	84,183		$	—		$	84,183
Stock-based compensation		—			—			—			1,381			—			1,381
Net loss and comprehensive loss		(10,772	)		—			(10,772	)		(10,772	)		—			(10,772	)
Balance as of March 31, 2023	$	(213,637	)	$	—		$	(213,637	)	$	74,792		$	—		$	74,792
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs		—			—			—			33,017			—			33,017
Stock-based compensation		—			—			—			1,720			—			1,720
Net loss and comprehensive loss		(9,579	)		(56,181	)		(65,760	)		(9,579	)		(56,181	)		(65,760	)
Balance as of June 30, 2023	$	(223,216	)	$	(56,181	)	$	(279,397	)	$	99,949		$	(56,181	)	$	43,768


	For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Cash Flows (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Net loss	$	(20,351	)	$	(56,181	)	$	(76,532	)
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			56,181			56,181
Net cash used in operating activities	$	(18,145	)	$	—		$	(18,145	)