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Restatement of Previously Issued Consolidated Financial Statements | 9 Months Ended
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Sep. 30, 2024
Prior Period Adjustment [Abstract] |
Restatement of Previously Issued Consolidated Financial Statements | Note 12. Restatement of Previously Issued Consolidated Financial Statements 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 8). 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 nine months ended September 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 nine months ended September 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 September 30, 2023 |
Corrected Condensed Consolidated Balance Sheets (Unaudited) |  | As Previously Reported |  |  | Restatement Impact |  |  | As Restated |
Warrant liabilities |  |  | — |  |  |  | 55,738 |  |  |  | 55,738 |
Total liabilities |  |  | 4,734 |  |  |  | 55,738 |  |  |  | 60,472 |
Common stock |  |  | 24 |  |  |  | — |  |  |  | 24 |
Additional paid-in capital |  |  | 324,876 |  |  |  | — |  |  |  | 324,876 |
Accumulated deficit |  |  | (233,565 | ) |  |  | (55,738 | ) |  |  | (289,303 | )
Total Stockholders' Equity |  | $ | 91,335 |  |  | $ | (55,738 | ) |  | $ | 35,597 |
|  | For the Three Months Ended September 30, 2023 |  |  | For the Nine Months Ended September 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 |  |  | — |  |  |  | 443 |  |  |  | 443 |  |  |  | — |  |  |  | (55,738 | ) |  |  | (55,738 | )
Net loss and comprehensive loss |  | $ | (10,349 | ) |  | $ | 443 |  |  | $ | (9,906 | ) |  | $ | (30,700 | ) |  | $ | (55,738 | ) |  | $ | (86,438 | )
Net loss per share, basic and diluted |  | $ | (0.35 | ) |  | $ | 0.02 |  |  | $ | (0.33 | ) |  | $ | (1.35 | ) |  | $ | (2.44 | ) |  | $ | (3.79 | )
|  | For the Nine Months Ended September 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 |
Issuance of common stock in connection with conversion of X 1 non-voting convertible preferred stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | (1 | )
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 |
Issuance of common stock in connection with exercise of pre-funded warrants |  |  |  |  |  |  |  |  |  |  |  | 1 |  |  |  |  |  |  | 1 |
Stock-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,734 |  |  |  | — |  |  |  | 1,734 |
Net loss and comprehensive loss |  |  | (10,349 | ) |  |  | 443 |  |  |  | (9,906 | ) |  |  | (10,349 | ) |  |  | 443 |  |  |  | (9,906 | )
Balance as of September 30, 2023 |  | $ | (233,565 | ) |  | $ | (55,738 | ) |  | $ | (289,303 | ) |  | $ | 91,335 |  |  | $ | (55,738 | ) |  | $ | 35,597 |
|  | For the Nine Months Ended September 30, 2023 |
Corrected Condensed Consolidated Statements of Cash Flows (Unaudited) |  | As Previously Reported |  |  | Restatement Impact |  |  | As Restated |
Net loss |  | $ | (30,700 | ) |  | $ | (55,738 | ) |  | $ | (86,438 | )
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds |  |  | — |  |  |  | 55,738 |  |  |  | 55,738 |
Net cash used in operating activities |  | $ | (30,396 | ) |  | $ | — |  |  | $ | (30,396 | )

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- Definition The entire disclosure for reporting error correction. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7 + Details
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