0001628945-24-000048 | 10-K | XBRL Viewer

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BUSINESS AND BASIS OF ACCOUNTING (Details) $ in Millions	12 Months Ended
BUSINESS AND BASIS OF ACCOUNTING (Details) $ in Millions	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	1
Non-US
Segment Reporting Information [Line Items]
Revenue	$ 0.6	$ 10.6	$ 1.0
Long-lived assets	$ 0.3	$ 4.7

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

INCOME (LOSS) PER SHARE - Schedule of Net Income (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net (loss) income	$ (373,464)	$ (194,056)	$ 86,418
Less: Income allocated to participating securities	0	0	53,310
Net (loss) income attributable to common stockholders – basic	(373,464)	(194,056)	33,108
Plus: Income allocated to non-participating securities	0	0	2,285
Net (loss) income attributable to common stockholders - diluted	$ (373,464)	$ (194,056)	$ 35,393
Denominator:
Basic weighted-average common shares outstanding (in shares)	152,877,306	148,024,749	52,815,449
Dilutive potential common stock issuable:
Diluted weighted-average shares outstanding (in shares)	152,877,306	148,024,749	59,635,384
Net (loss) income attributable to common stockholders per share
Basic (in dollars per share)	$ (2.44)	$ (1.31)	$ 0.63
Diluted (in dollars per share)	$ (2.44)	$ (1.31)	$ 0.59
Stock options
Dilutive potential common stock issuable:
Stock options and restricted stock units (in shares)	0	0	6,631,061
Restricted stock units
Dilutive potential common stock issuable:
Stock options and restricted stock units (in shares)	0	0	70,283
Common Stock
Dilutive potential common stock issuable:
Stock warrants (in shares)	0	0	81,517
Preferred Stock
Dilutive potential common stock issuable:
Stock warrants (in shares)	0	0	37,074

LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 12,062	$ 11,474	$ 7,983
Finance lease cost:
Amortization of right-of-use assets	2,420	2,557	1,854
Interest on lease liabilities	59	168	218
Total lease cost	$ 14,541	$ 14,199	$ 10,055

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Revenue	$ 70,936,000	$ 483,476,000	$ 618,107,000
Operating costs and expenses:
Sales and marketing	32,584,000	88,580,000	28,729,000
Research and development	150,620,000	171,452,000	42,829,000
General and administrative	57,355,000	97,103,000	79,788,000
Impairment of long-lived assets	83,639,000	0	0
Restructuring expense	14,500,000	2,020,000	0
Total operating costs and expenses	465,789,000	689,128,000	427,888,000
(Loss) income from operations	(394,853,000)	(205,652,000)	190,219,000
Interest income	6,240,000	3,328,000	108,000
Interest expense	(1,159,000)	(645,000)	(9,809,000)
Change in fair value of redeemable convertible preferred stock warrants	0	0	53,000
Change in fair value of convertible notes	0	0	(59,560,000)
Loss on extinguishment of debt	0	0	(1,998,000)
Tax credits	20,939,000	0	0
Other income (expense), net	162,000	(835,000)	164,000
Net (loss) income before income taxes	(368,671,000)	(203,804,000)	119,177,000
Income tax expense (benefit)	4,793,000	(9,748,000)	32,759,000
Net (loss) income	$ (373,464,000)	$ (194,056,000)	$ 86,418,000
Net (loss) income per share attributable to common stockholders – basic (in dollars per share)	$ (2.44)	$ (1.31)	$ 0.63
Weighted-average number of shares used in computation of net (loss) income per share attributable to common stockholders – basic (in shares)	152,877,306	148,024,749	52,815,449
Net (loss) income per share attributable to common stockholders – diluted (in dollars per share)	$ (2.44)	$ (1.31)	$ 0.59
Weighted-average number of shares used in computation of net (loss) income per share attributable to common stockholders – diluted (in shares)	152,877,306	148,024,749	59,635,384
Product revenue
Revenue
Revenue	$ 64,223,000	$ 474,166,000	$ 615,796,000
Operating costs and expenses:
Cost of product revenue	127,091,000	329,973,000	276,542,000
Grant and other revenue
Revenue
Revenue	$ 6,713,000	$ 9,310,000	$ 2,311,000

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

As of December 31, 2023 and 2022, the Company’s property and equipment, net consisted of the following:


	December 31,
	2023		2022
Construction in progress	$	2,114	$	32,412
Machinery and equipment	114,747		214,702
Leasehold improvements	24,214		23,233
Furniture and fixtures	2,013		1,883
Property and equipment	143,088		272,230
Accumulated depreciation and amortization	(70,992)		(82,955)
Total property and equipment, net	$	72,096	$	189,275

Depreciation and amortization expense related to property and equipment was $44.5 million, $38.7 million and $30.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The carrying value of assets under finance leases within property and equipment as of December 31, 2023 and 2022 was $4.8 million and $7.3 million, respectively.

In December 2023, the Company received a response letter from the FDA regarding the EUA submission for its Flu A/B + COVID-19 molecular test for over the counter and point of care use. The letter indicates that the FDA has determined that further review of Cue’s EUA request is not a priority, and therefore declines to issue an EUA. Due to the FDA denial, the Company performed a reassessment of operating plans and the anticipated utility of certain long-lived assets. These assets primarily include machinery and equipment and construction in progress intended for the production of the Flu A/B + COVID-19 molecular test. Given the FDA's decision, there is significant uncertainty surrounding the assets’ ability to generate future cash flows for the Company during their respective remaining useful lives. Based on management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements, the Company recorded an impairment charge of $83.6 million during the year ended December 31, 2023. Amounts presented above as property and equipment, net are net of the impairment charge.

STOCKHOLDERS’ EQUITY - Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Market-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%
Risk-free interest rate		1.27%
Expected volatility		65.00%
Cost of equity		15.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INCOME TAXES - Effective Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal tax benefit	4.40%	4.10%	7.40%
Permanent differences	(0.30%)	0.20%	(0.50%)
Change in valuation allowance	(22.70%)	(17.70%)	(15.90%)
Tax credits	1.40%	3.50%	(1.50%)
Non-deductible convertible note adjustments	0.00%	0.00%	14.10%
Sec. 162(m) limitation	0.00%	(3.80%)	2.80%
Uncertain tax position reserves	(0.90%)	0.30%	1.30%
Stock-based compensation	(3.40%)	(1.90%)	(1.50%)
Tax rate change	(0.40%)	(1.40%)	0.00%
Other	(0.30%)	0.50%	0.30%
Effective tax rate	(1.30%)	4.80%	27.50%

COMMITMENTS AND CONTINGENCIES - Schedule of Total Amount Incurred and Accrued Related to Restructuring Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Reserve [Roll Forward]
Accrued restructuring, beginning balance	$ 0	$ 0
Restructuring charges incurred during the period	14,500	2,020
Cash payments	(13,951)	(2,020)
Non-cash settlements and other adjustments	(549)	0
Accrued restructuring, ending balance	$ 0	$ 0
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	Restructuring charges incurred during the period	Restructuring charges incurred during the period

STOCKHOLDERS’ EQUITY - Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2021
Fair Value Assumptions
Expected dividend yield	0.00%
Stock options
Fair Value Assumptions
Expected volatility	85.00%	40.90%
Expected term (years)	6 years 6 months	7 years 8 months 15 days
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.30%	0.80%
Grant date fair value (in dollars per share)	$ 1.58	$ 6.93

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Assets and Liabilities

The right-of-use assets and lease liabilities recognized on the Company’s consolidated balance sheets as of December 31, 2023 and 2022 were as follows:


		December 31,
	Balance Sheet Location	2023		2022
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	78,519	$	85,321
Right-of-use assets finance leases	Property and equipment, net	4,844		7,264
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	5,142		7,739
Finance lease liabilities (current)	Finance lease liabilities, current	1,157		2,362
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	41,640		44,045
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	—		849

Schedule of Components of Lease Cost

The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Operating lease cost	$	12,062	$	11,474	$	7,983
Finance lease cost:
Amortization of right-of-use assets	2,420		2,557		1,854
Interest on lease liabilities	59		168		218
Total lease cost	$	14,541	$	14,199	$	10,055

The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,526	$	16,105	$	20,867
Operating cash flows from finance leases	$	59	$	168	$	218
Financing cash flows from finance leases	$	2,113	$	2,849	$	2,124

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows:


	December 31, 2023		December 31, 2022
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	7.0	0.6	8.0	1.3
Weighted-average discount rate	5.7%	2.5%	5.7%	3.4%

Schedule of Operating Lease Liability Maturity

As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2024	$	7,591	$	1,163
2025	7,783		—
2026	8,066		—
2027	8,153		—
2028	7,585		—
Thereafter	17,472		—
Total lease payments	56,650		1,163
Less: Imputed interest	(9,868)		(6)
Total	$	46,782	$	1,157

Schedule of Finance Lease Liability Maturity

As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2024	$	7,591	$	1,163
2025	7,783		—
2026	8,066		—
2027	8,153		—
2028	7,585		—
Thereafter	17,472		—
Total lease payments	56,650		1,163
Less: Imputed interest	(9,868)		(6)
Total	$	46,782	$	1,157

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating losses	$ 74,992	$ 19,175
Research and development credits	6,288	3,508
Operating lease liabilities	11,949	13,010
Share-based compensation	5,804	6,836
Accruals and reserves	19,759	21,351
Capitalized R&D expenses	25,855	24,220
Depreciation and amortization	8,278	0
Other	117	747
Gross deferred tax assets	153,042	88,847
Deferred tax liabilities:
Operating right-of-use assets	19,803	21,437
Depreciation and amortization	0	17,752
Gross deferred tax liabilities	19,803	39,189
Gross deferred tax assets/(liabilities)	133,239	49,658
Valuation allowance	(133,239)	(49,658)
Net deferred tax asset/(liabilities)	$ 0	$ 0

REVENUE - Contract Liability Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract With Customer, Liability Rollforward [Roll Forward]
Beginning balance	$ 1,566	$ 92,448	$ 183,096
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period	162	1,566
Revenue recognized related to contract liability balance at the beginning of the period	(1,566)	(92,448)	(90,648)
Ending balance	$ 162	$ 1,566	$ 92,448

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Intangible Assets (Details)	Dec. 31, 2023
Software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life (in years)	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2023
Minimum
Disaggregation of Revenue [Line Items]
Contract term (in months)	6 months
Typical payment term (in days)	30 days
Maximum
Disaggregation of Revenue [Line Items]
Contract term (in months)	12 months
Typical payment term (in days)	45 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INCOME TAXES - Schedule of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (369,519)	$ (203,819)	$ 119,177
Foreign	848	15	0
Net (loss) income before income taxes	$ (368,671)	$ (203,804)	$ 119,177

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

REVENUE - Product Revenue By Customer Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 70,936	$ 483,476	$ 618,107
Product
Disaggregation of Revenue [Line Items]
Revenue	64,223	474,166	615,796
Product \| Private sector customers
Disaggregation of Revenue [Line Items]
Revenue	62,586	374,467	232,838
Product \| Public sector entities
Disaggregation of Revenue [Line Items]
Revenue	$ 1,637	$ 99,699	$ 382,958

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

+ Details

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	$ 2,705	$ 3,405	$ 1,045
Increases related to prior year tax positions, net	864	0	1,360
Reductions based on tax positions related to prior years	0	(1,673)	0
Increases related to current year tax positions	2,298	973	1,000
Balance at December 31	$ 5,867	$ 2,705	$ 3,405

LEASES - Operating and Finance Lease Liability Maturities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 7,591
2025	7,783
2026	8,066
2027	8,153
2028	7,585
Thereafter	17,472
Total lease payments	56,650
Less: Imputed interest	(9,868)
Total	46,782
Finance Leases
2024	1,163
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	1,163
Less: Imputed interest	(6)
Total	$ 1,157

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Income Taxes

The following table presents income (loss) before income taxes for the periods indicated:


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(369,519)	$	(203,819)	$	119,177
Foreign	848		15		—
Net income (loss) before income taxes	$	(368,671)	$	(203,804)	$	119,177

Schedule of Components of Income Tax Expense (Benefit)

Components of income tax expense (benefit) were as follows:


	Year Ended December 31,
	2023		2022		2021
Current:
U.S. federal	$	2,550	$	(4,860)	$	9,483
State	1,998		(1,425)		19,808
Foreign	245		5		—
Deferred:
U.S. federal	—		(3,468)		3,468


Total income tax (benefit) expense	$	4,793	$	(9,748)	$	32,759

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows:


	2023		2022		2021
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal tax benefit	4.4	%	4.1	%	7.4	%

Permanent differences	(0.3)	%	0.2	%	(0.5)	%
Change in valuation allowance	(22.7)	%	(17.7)	%	(15.9)	%
Tax credits	1.4	%	3.5	%	(1.5)	%
Non-deductible convertible note adjustments	—	%	—	%	14.1	%
Sec. 162(m) limitation	—	%	(3.8)	%	2.8	%
Uncertain tax position reserves	(0.9)	%	0.3	%	1.3	%
Stock-based compensation	(3.4)	%	(1.9)	%	(1.5)	%
Tax rate change	(0.4)	%	(1.4)	%	—	%
Other	(0.3)	%	0.5	%	0.3	%
Effective tax rate	(1.3)	%	4.8	%	27.5	%

Schedule of Deferred Tax Assets and Liabilities

The significant components of deferred income taxes were as follows:


	2023		2022
Deferred tax assets:
Net operating losses	$	74,992	$	19,175
Research and development credits	6,288		3,508
Operating lease liabilities	11,949		13,010
Share-based compensation	5,804		6,836
Accruals and reserves	19,759		21,351
Capitalized R&D expenses	25,855		24,220
Depreciation and amortization	8,278		—

Other	117		747
Gross deferred tax assets	153,042		88,847

Deferred tax liabilities:
Operating right-of-use assets	19,803		21,437
Depreciation and amortization	—		17,752

Gross deferred tax liabilities	19,803		39,189

Gross deferred tax assets/(liabilities)	133,239		49,658
Valuation allowance	(133,239)		(49,658)
Net deferred tax asset/(liabilities)	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows:


	2023		2022		2021
Balance at January 1	$	2,705	$	3,405	$	1,045
Increases related to prior year tax positions, net	864		—		1,360
Reductions based on tax positions related to prior years	—		(1,673)		—
Increases related to current year tax positions	2,298		973		1,000
Balance at December 31	$	5,867	$	2,705	$	3,405

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 70,358	$ 80,968
Work-in-process	5,325	14,305
Finished goods	37,823	37,867
Reserve	(43,194)	(25,494)	$ (2,668)	$ (789)
Total inventories	70,312	107,646
Non-current inventories	(56,273)	(25,436)
Inventories, net - current	$ 14,039	$ 82,210

REVENUE - Product Revenue Gross Profit and Gross Profit Margin (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Product revenue	$ 70,936	$ 483,476	$ 618,107
Product
Disaggregation of Revenue [Line Items]
Product revenue	64,223	474,166	615,796
Cost of product revenue	127,091	329,973	276,542
Product gross (loss) profit	$ (62,868)	$ 144,193	$ 339,254
Product gross (loss) profit margin	(98.00%)	30.00%	55.00%

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Employee Retention Credit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Tax credits	$ 20,939	$ 0	$ 0

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

As of December 31, 2023, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	31,551	$	(13,340)	$	18,211
Other	920		(307)		613
Intangible assets, net	32,471		(13,647)		18,824
In-process software development	820		—		820
Total intangible assets	$	33,291	$	(13,647)	$	19,644

As of December 31, 2022, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	19,052	$	(5,724)	$	13,328

Intangible assets, net	19,052		(5,724)		13,328
In-process software development	3,539		—		3,539
Total intangible assets	$	22,591	$	(5,724)	$	16,867

Amortization expense related to intangible assets placed in service was $7.9 million, $3.7 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense for each of the years ending December 31 is as follows:


2024	$	9,831
2025	6,388
2026	2,605
Total amortization expense	$	18,824

TrustedMedRx Acquisition

On March 22, 2023, CHP HC, LLC, a wholly-owned subsidiary of the Company, entered into a definitive agreement to acquire TrustedMedRx, LLC, a privately-held pharmacy, which holds operating licenses in various jurisdictions. The purchase was completed on May 4, 2023, and is expected to enhance the Company's presence in the retail pharmacy market and expand its product and service offerings. The total purchase price was $0.7 million and the Company incurred acquisition costs of $0.2 million. The Company concluded the purchase qualified as an asset acquisition and the purchase price and acquisition costs related to the operating licenses have been capitalized as intangible assets. The capitalized operating licenses will be amortized on a straight-line basis over a period of two years, which represents the estimated useful life

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Schedule of Property and Equipment Estimated Useful Lives (Details)	Dec. 31, 2023
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives (in years)	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives (in years)	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives (in years)	7 years
Computers and software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives (in years)	3 years
Computers and software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives (in years)	5 years

INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method and the if-converted method. Dilutive potential common shares include stock options, non-vested shares, redeemable convertible preferred shares, convertible notes, restricted stock and similar equity instruments granted by the Company. Some restricted stock

units vest upon certain performance and market conditions and as they vest, the shares will be included in outstanding common shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.

Basic and diluted net income (loss) attributable to common holders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock, common stock subject to restricted stock purchase agreements, early exercised options, and restricted shares are considered participating securities. Under the two-class method, distributed and undistributed income allocated to participating securities are excluded from net income (loss) attributable to common stockholders for purposes of calculating basic and diluted income (loss) per share. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses, therefore, net losses for the year ended December 31, 2023 and 2022 were attributed entirely to common stockholders and there is no difference in the number of shares used to calculate basic and diluted shares outstanding.

The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share:


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net (loss) income	$	(373,464)	$	(194,056)	$	86,418
Less: Income allocated to participating securities	—		—		53,310
Net (loss) income attributable to common stockholders – basic	(373,464)		(194,056)		33,108

Plus: Income allocated to non-participating securities	—		—		2,285
Net (loss) income attributable to common stockholders - diluted	$	(373,464)	$	(194,056)	$	35,393

Denominator:
Basic weighted-average common shares outstanding	152,877,306		148,024,749		52,815,449
Dilutive potential common stock issuable:
Common stock warrants	—		—		81,517
Preferred stock warrants	—		—		37,074
Stock options	—		—		6,631,061
Restricted stock units	—		—		70,283
Diluted weighted-average shares outstanding	152,877,306		148,024,749		59,635,384

Net (loss) income attributable to common stockholders per share
Basic	$	(2.44)	$	(1.31)	$	0.63
Diluted	$	(2.44)	$	(1.31)	$	0.59

In periods of net losses, potentially dilutive securities are not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive.

Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares):


	Year Ended December 31,
	2023	2022	2021

Stock options	8,723,411	7,102,853	2,724,654

Restricted stock units	16,771,708	18,681,701	10,556,767


Common stock warrants	75,744	75,744	75,744

ESPP – shares assumed to be repurchased	3,209,526	473,080	—
Total	28,780,389	26,333,378	13,357,165

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net (loss) income	$ (373,464,000)	$ (194,056,000)	$ 86,418,000
Adjustments to reconcile net (loss) income to net cash, cash equivalents and restricted cash used in operations
Depreciation and amortization	56,278,000	48,972,000	32,826,000
(Recoveries) allowance for credit losses provision	(320,000)	(2,019,000)	(318,000)
Change in fair value of redeemable convertible preferred stock warrant liabilities	0	0	(53,000)
Change in fair value of convertible notes	0	0	59,560,000
Stock-based compensation expense	48,735,000	64,291,000	42,979,000
Loss on extinguishment of debt	0	0	1,998,000
Non-cash lease expense	9,326,000	8,480,000	5,318,000
Convertible notes issuance costs	0	0	6,000,000
Deferred income taxes	0	(3,468,000)	3,468,000
Interest on finance leases	59,000	168,000	218,000
Stock-based compensation expense from issuance of fully vested warrant to vendor	0	0	1,239,000
Non-cash interest expense	281,000	440,000	2,883,000
Impairment of long-lived assets	83,639,000	0	0
Changes in operating assets and liabilities:
Accounts receivable	17,719,000	87,857,000	(100,104,000)
Inventories	37,334,000	(19,258,000)	(51,546,000)
Prepaid expenses and other current assets	11,062,000	20,280,000	(38,987,000)
Other non-current assets	(476,000)	(5,014,000)	(4,005,000)
Accounts payable, accrued liabilities and other current liabilities	(22,948,000)	(1,387,000)	44,823,000
Income taxes payable	3,894,000	(10,218,000)	11,185,000
Deferred revenue	(1,404,000)	(90,882,000)	(90,648,000)
Operating lease liabilities	(7,526,000)	(16,105,000)	(18,203,000)
Other non-current liabilities	0	0	(4,500,000)
Net cash, cash equivalents and restricted cash used in operating activities	(137,811,000)	(111,919,000)	(9,449,000)
Cash flows from investing activities
Purchases of property and equipment	(9,169,000)	(50,181,000)	(108,848,000)
Expenditures for software development and other intangible assets	(10,630,000)	(12,850,000)	(6,869,000)
Net cash, cash equivalents and restricted cash used in investing activities	(19,799,000)	(63,031,000)	(115,717,000)
Cash flows from financing activities
Proceeds from convertible notes	0	0	235,480,000
Proceeds from exercise of redeemable convertible preferred stock warrant	0	0	89,000
Payments of issuance costs of convertible notes	0	0	(6,000,000)
Proceeds from exercise of common stock options	113,000	2,646,000	432,000
Proceeds from exercise of common stock warrant	0	0	77,000
Proceeds from issuance of common stock at public offering	0	0	230,000,000
Payments of issuance costs of public offering	0	0	(24,044,000)
Proceeds from debt	0	0	82,250,000
Tax withholding on exercise of stock options and restricted stock units	(1,729,000)	(6,862,000)	(4,586,000)
Proceeds from employee stock purchase plan activity	698,000	1,234,000	0
Debt issuance and prepayment costs	0	(599,000)	(2,128,000)
Repayment of debt	0	0	(87,684,000)
Payments for finance leases	(2,113,000)	(2,849,000)	(4,265,000)
Net cash, cash equivalents and restricted cash (used in) provided by financing activities	(3,031,000)	(6,430,000)	419,621,000
Net change in cash, cash equivalents and restricted cash	(160,641,000)	(181,380,000)	294,455,000
Cash, cash equivalents and restricted cash, beginning balance	242,330,000	423,710,000	129,255,000
Cash, cash equivalents and restricted cash, ending balance	81,689,000	242,330,000	423,710,000
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	80,889,000	241,530,000	409,873,000
Restricted cash, current	800,000	800,000	13,837,000
Total cash, cash equivalents and restricted cash	81,689,000	242,330,000	423,710,000
Supplemental disclosure for cash flow information
Cash paid for taxes	262,000	3,789,000	18,106,000
Cash paid for interest	0	0	767,000
Supplemental disclosure for non-cash investing and financing matters
Early exercised stock options liability	0	0	152,000
Right-of-use assets obtained in exchange for lease obligations	0	2,611,000	48,211,000
Prepaid rent reclassified to right-of-use assets	0	50,000	15,966,000
Purchases of property and equipment included in accounts payable and accrued liabilities	2,948,000	974,000	6,765,000
Software development costs included in accounts payable	70,000	0	758,000
Conversion of redeemable convertible preferred stock into common stock	0	0	177,691,000
Exercise of redeemable convertible preferred stock warrant	0	0	1,278,000
Conversion of convertible notes	$ 0	$ 0	$ 297,792,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Sales and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Advertising costs	$ 2.9	$ 42.3	$ 15.4

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Company’s Financial Assets and Liabilities

The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy:


December 31, 2023	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (level 3)
Assets
Cash and cash equivalents:
U.S. Treasury	$	15,211	$	15,211	$	—	$	—
Money market funds	$	11,068	$	11,068	$	—	$	—


December 31, 2022	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (level 3)
Assets
Cash and cash equivalents:
U.S. Treasury	$	90,029	$	90,029	$	—	$	—
Money market funds	$	25,288	$	25,288	$	—	$	—

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 7,526	$ 16,105	$ 20,867
Operating cash flows from finance leases	59	168	218
Financing cash flows from finance leases	$ 2,113	$ 2,849	$ 2,124

BUSINESS AND BASIS OF ACCOUNTING	12 Months Ended
BUSINESS AND BASIS OF ACCOUNTING	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND BASIS OF ACCOUNTING	BUSINESS AND BASIS OF ACCOUNTING Organization and Description of Business Cue Health Inc. (the “Company”) was originally formed in the State of California on January 26, 2010, prior to being incorporated in the State of Delaware on December 14, 2017. The Company is a healthcare technology company that uses diagnostic-enabled care to empower people to live their healthiest lives. The Cue Health platform offers individuals and healthcare providers convenient and personalized access to lab-quality diagnostic tests at home and at the point-of-care, as well as on-demand telehealth consultations and treatment options for a wide range of health and wellness needs. The Company’s headquarters are located in San Diego, California. Basis of Accounting The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting. Basis of Consolidation The consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions. Use of Estimates The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, equity-based compensation expense, product warranty reserve, the usage and recoverability of its inventories, long-lived assets, intangible assets and net deferred tax assets (net of related valuation allowance). The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Segment Reporting Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. The majority of revenue to date is from customers located in the United States and the majority of long-lived assets are located in the United States. Revenues to customers located outside of the United States was $0.6 million, $10.6 million and $1.0 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Long-lived assets, which consist of property and equipment, located outside of the United States were $0.3 million and $4.7 million as of December 31, 2023 and 2022, respectively.

REVENUE

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

Product Revenue

Disaggregation of product revenue by type of customer for the years ended December 31, 2023, 2022, and 2021 respectively:


	Year Ended December 31,
	2023		2022		2021
Private sector customers	$	62,586	$	374,467	$	232,838
Public sector entities	1,637		99,699		382,958
Total product revenue	$	64,223	$	474,166	$	615,796

Product revenue for the years ended December 31, 2023, 2022 and 2021 includes $2.5 million, $8.0 million, and $0.5 million, respectively, of service revenue generated from telemedicine and proctoring services provided to customers. Revenue generated from proctoring is recognized over the term of the contracts with customers.

The following table sets forth the Company’s product gross (loss) profit and product gross (loss) profit margin for the years ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
	2023			2022			2021
Product revenue	$	64,223		$	474,166		$	615,796
Cost of product revenue	127,091			329,973			276,542
Product gross (loss) profit	$	(62,868)		$	144,193		$	339,254
Product gross (loss) profit margin	(98)		%	30		%	55		%

DoD Agreement

In October 2020, the Company entered into a $480.9 million agreement with the U.S. government for the purchase of its Cue COVID-19 Test to meet the unprecedented demand for rapid and accurate molecular diagnostic testing (the “U.S. DoD Agreement”). The Company delivered all of the agreed upon products under the agreement prior to its expiration on December 31, 2021. The agreement term ended upon completion of the Company’s performance obligations in December 2021.

During the fourth quarter of 2022, the Company recognized $92.4 million of deferred revenue related to our agreement with the U.S. DoD. We assessed several external factors such as the price floor included in a potential follow-on contract, the political climate in the U.S. government, the severity of the COVID-19 pandemic/flu season, passage of time with no follow-on contract and others and concluded the likelihood of the U.S. DoD to exercise their option, the identified material right, to be remote. There is no deferred revenue related to the U.S. DoD Advance as of December 31, 2023 and 2022, respectively.

Contract Assets and Liabilities

Contracts assets were $0.3 million, $0.3 million, and $1.1 million as of December 31, 2023, 2022, and 2021, respectively, and were recorded in other current assets in the consolidated balance sheets.

Contract liabilities are recorded when cash is received prior to recording revenue. The activity related to contract liabilities for the years ended December 31, 2023 2022, and 2021, is as follows:


	Amount
Balance at January 1, 2021	$	183,096
Revenue recognized related to contract liability balance at the beginning of the period	(90,648)
Balance at December 31, 2021	92,448
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period	1,566
Revenue recognized related to contract liability balance at the beginning of the period	(92,448)
Balance at December 31, 2022	1,566
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period	162
Revenue recognized related to contract liability balance at the beginning of the period	(1,566)
Balance at December 31, 2023	$	162

The Company recognized $89.8 million of deferred revenue related to our agreement with the U.S. DoD during the year ended December 31, 2021.

Grant and Other Revenue

Grant and other revenue primarily relates to a cost reimbursement agreement with the BARDA.

BARDA Contracts

During 2018, the Company entered into a cost reimbursement contract with BARDA that was effective through January 2021 for a total contract amount of $14.0 million (the “BARDA Contract”). The objective of the BARDA Contract was to accelerate the development, validation, regulatory authorization and commercialization of the Company’s products. The BARDA Contract required the Company provide reporting deliverables that included monthly technical and annual reports and a final report, but BARDA was not entitled to any know-how or intellectual property.

In March 2020, BARDA exercised an option in the BARDA Contract for a second phase to accelerate development, validation and FDA clearance of the Company’s Cue COVID-19 Test for an additional contract value of $13.7 million. The period of performance related to the second phase extended to January 2023.

In May 2020, the original BARDA Contract was amended to increase the total value from $14.0 million to $21.8 million and to extend the contract term to January 2022.

In December 2021, the original BARDA Contract was amended to fund an additional $0.8 million for the development of an Omicron-Genotyping COVID-19 test. In December 2022, the contract was amended to extend the period of performance to June 2023 and in May 2023, the period of performance was subsequently extended to December 2023. In December 2023, the period of performance was extended to February 2024. In February 2024, an additional $0.6 million of funding was added to the contract and the period of performance was extended to September 2024.

In August 2023, the Company was awarded a new contract for $28.3 million by BARDA to develop an Influenza A/B, RSV, and COVID-19 molecular multiplex test for both over-the-counter and point-of-care use.

The Company recognizes revenue from its BARDA contracts in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses. The Company recorded $6.3 million, $9.1 million and $2.2 million of revenue related to the agreement with BARDA during the years ended December 31, 2023, 2022 and 2021, respectively.

Accounts Receivable

The activity related to the allowance for credit losses for the years ended December 31, 2023 and 2022 is as follows:


	Year Ended December 31,
	2023		2022		2021
Allowance for credit losses, beginning balance	$	2,311	$	318	$	—
Provision for credit losses, net of recoveries	(320)		2,019		318
Write-offs	(1,969)		(26)		—
Allowance for credit losses, ending balance	$	22	$	2,311	$	318

Receivables Purchase Agreement

On June 1, 2023, the Company entered into a Receivables Purchase Agreement (the “Purchase Agreement”) with East West Bank, a California state-chartered bank (the “Purchaser”), pursuant to which, among other things, the Company may sell certain of the indebtedness and other payment obligations owed to the Company to the Purchaser in an amount of up to $20 million without recourse in exchange for cash. Transactions under the Purchase Agreement, which matures on June 1, 2024, are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under the Purchase Agreement, the Company does not maintain any beneficial interest in the receivables sold. The Company performs limited administrative services on behalf of the Purchaser since the receivables are trade receivables, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee of the Wall Street Journal prime rate with a floor of 5.50%, are reflected in cash flows from operating activities on the consolidated statements of cash flows.

During the years ended December 31, 2023 and 2022, the Company received cash proceeds of $9.1 million and $0, respectively, from the sales of accounts receivables under the Purchase Agreement. The Company’s loss on these transactions, the cost of factoring such receivables, is reflected in other income, net on the consolidated statements of operations, and were not material during the year ended December 31, 2023.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Product Warranty Liability

The following table provides a reconciliation of the change in estimated warranty liabilities:


	December 31,
	2023		2022		2021
Balance at beginning of year	$	6,660	$	4,865	$	—
Provision for warranties (including changes in estimates)	1,275		18,141		7,744
Settlements	(5,297)		(16,346)		(2,879)
Balance at end of year	$	2,638	$	6,660	$	4,865

Schedule of Property and Equipment Estimated Useful Lives

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7 years
Computers and software			3-5 years

As of December 31, 2023 and 2022, the Company’s property and equipment, net consisted of the following:


	December 31,
	2023		2022
Construction in progress	$	2,114	$	32,412
Machinery and equipment	114,747		214,702
Leasehold improvements	24,214		23,233
Furniture and fixtures	2,013		1,883
Property and equipment	143,088		272,230
Accumulated depreciation and amortization	(70,992)		(82,955)
Total property and equipment, net	$	72,096	$	189,275

Schedule of Capitalized Implementation Costs

As of December 31, 2023 and 2022, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following:


	Year Ended December 31,
	2023		2022
Capitalized implementation costs	$	10,702	$	10,265
Accumulated amortization expense	(8,178)		(4,348)
Cloud computing arrangement, net	$	2,524	$	5,917

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule Of Accrued Liabilities And Other Current Liabilities

Accrued liabilities and other current liabilities consisted of the following:


	December 31, 2023		December 31, 2022
Accrued purchases(1)	$	480	$	4,488
Accrued payroll and benefits	9,266		26,350
Accrued expenses	5,530		5,553
Accrued sales tax	3,204		1,361
Product warranty reserve	2,638		6,660
Income tax payable	364		—
Accrued purchase commitment loss(2)	7,818		7,966
Total accrued liabilities and other current liabilities	$	29,300	$	52,378

(1) Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase.

(2) Accrued purchases commitment loss reflects accrued loss on purchase obligations for inventory

CAPITAL STOCK (Details) - USD ($)				1 Months Ended		12 Months Ended
CAPITAL STOCK (Details) - USD ($)	Sep. 21, 2023	Aug. 09, 2023	Sep. 28, 2021	Jun. 30, 2020	May 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Aug. 31, 2021
Class of Stock [Line Items]
Common stock and preferred stock, shares authorized (in shares)									550,000,000
Common stock, shares authorized (in shares)						500,000,000	500,000,000		500,000,000
Preferred stock, shares authorized (in shares)						50,000,000			50,000,000
Preferred stock, par value (in dollars per share)									$ 0.00001
Common stock, par value (in dollars per share)						$ 0.00001	$ 0.00001		$ 0.00001
Preferred stock, shares outstanding (in shares)						0	0
Conversion of convertible securities, discount (as a percent)				10.00%
Loss on extinguishment of debt						$ 0	$ 0	$ 1,998,000
Shares issued upon conversion (in shares)			83,605,947
Exercised (in dollars per share)						$ 0.66	$ 0.50	$ 0.31
Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.00001
Exercised (in dollars per share)	$ 8,000
At Market Offering Agreement
Class of Stock [Line Items]
Sale of stock, shares proceeds authorized		$ 50,000,000
Redeemable convertible preferred stock warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)										84,118
Common Stock Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)						75,744
Exercise price of warrant (in dollars per share)						$ 0.40
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Gross proceeds through issuance				$ 105,600,000
Conversion of redeemable convertible preferred stock (in shares)								28,998,607
Loss on extinguishment of debt				$ 600,000
Series C-1 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Exercise of redeemable convertible preferred stock warrants (in shares)				27,308,227
Temporary equity, par value (in dollars per share)				$ 0.00001
Shares issued, price per share (in dollars per share)				3.6619
Series C-2 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Temporary equity, par value (in dollars per share)				$ 0.00001
Conversion of redeemable convertible preferred stock (in shares)				1,690,380
Conversion of redeemable convertible preferred shares issued, price per share (in dollars per share)				$ 3.2957
Convertible Note Purchase Agreement \| Convertible Debt
Class of Stock [Line Items]
Debt instrument, convertible, number of equity instruments (in shares)			18,611,914
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock
Class of Stock [Line Items]
Debt instrument, face amount					$ 12,000,000.0
Debt instrument, interest rate, stated percentage (as a percent)					3.00%
Proceeds received					$ 5,600,000
Convertible financial transactions					$ 30,000,000.0
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock \| Conversion at 10% Discount
Class of Stock [Line Items]
Convertible notes, discount (as a percent)					10.00%
Convertible notes, discount period (in days)					30 days
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock \| Conversion at 15% Discount
Class of Stock [Line Items]
Convertible notes, discount (as a percent)					15.00%
Convertible notes, discount period (in days)					45 days

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($)		1 Months Ended		9 Months Ended	12 Months Ended
	May 05, 2023	Jan. 25, 2024	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Nov. 30, 2021	Feb. 28, 2021
Debt Instrument [Line Items]
Restructuring expense					$ 14,500,000	$ 2,020,000	$ 0
Restricted cash					800,000	800,000			$ 800,000
Loss on purchase commitments					0	$ 8,000,000	$ 0
Damages sought	$ 24,200,000
Letter of Credit \| Sanmina Corporation
Debt Instrument [Line Items]
Proceeds from collateralized letter of credit			$ 12,000,000
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					0
Revolving Credit Facility \| Secured Revolving Facility Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					100,000,000			$ 100,000,000
Revolving Credit Facility \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										$ 130,000,000
Letter of Credit \| Secured Revolving Facility Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					20,000,000			$ 20,000,000
Letter of Credit \| Revolving Credit Agreement
Debt Instrument [Line Items]
Letters of credit outstanding					500,000
Letter of Credit \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										$ 20,000,000
Cost Reduction Plan
Debt Instrument [Line Items]
Restructuring expense					$ 14,500,000
Cost Reduction Plan \| Forecast
Debt Instrument [Line Items]
Severance costs, non-cash		$ 100,000
Cost Reduction Plan \| Minimum \| Forecast
Debt Instrument [Line Items]
Severance costs				$ 5,300,000
Cost Reduction Plan \| Maximum \| Forecast
Debt Instrument [Line Items]
Severance costs				$ 6,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning Balance	$ 6,660	$ 4,865	$ 0
Provision for warranties (including changes in estimates)	1,275	18,141	7,744
Settlements	(5,297)	(16,346)	(2,879)
Ending Balance	$ 2,638	$ 6,660	$ 4,865

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

Accrued liabilities and other current liabilities consisted of the following:


	December 31, 2023		December 31, 2022
Accrued purchases(1)	$	480	$	4,488
Accrued payroll and benefits	9,266		26,350
Accrued expenses	5,530		5,553
Accrued sales tax	3,204		1,361
Product warranty reserve	2,638		6,660
Income tax payable	364		—
Accrued purchase commitment loss(2)	7,818		7,966
Total accrued liabilities and other current liabilities	$	29,300	$	52,378

(2) Accrued purchases commitment loss reflects accrued loss on purchase obligations for inventory

INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	28,780,389	26,333,378	13,357,165
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	8,723,411	7,102,853	2,724,654
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	16,771,708	18,681,701	10,556,767
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	75,744	75,744	75,744
ESPP – shares assumed to be repurchased
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,209,526	473,080	0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve (Details)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Standard product warranty, term (in months)	12 months

REVENUE - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses, beginning balance	$ 2,311	$ 318	$ 0
Provision for credit losses, net of recoveries	(320)
Provision for credit losses, net of recoveries		2,019	318
Write-offs	(1,969)	(26)	0
Allowance for credit losses, ending balance	$ 22	$ 2,311	$ 318

LEASES - Weighted-Average Remaining Lease term and Discount Rate Information (Details)	Dec. 31, 2023	Dec. 31, 2022
Weighted-average remaining lease term (in years)
Operating Leases	7 years	8 years
Finance Leases	7 months 6 days	1 year 3 months 18 days
Weighted-average discount rate
Operating Leases	5.70%	5.70%
Finance Leases	2.50%	3.40%

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	BDO USA, P.C.
Auditor Location	San Diego, California
Auditor Firm ID	243

DEBT	12 Months Ended
DEBT	Dec. 31, 2023
Debt Disclosure [Abstract]
DEBT	DEBT Revolving Credit Agreement In February 2021, the Company entered into a loan and security agreement (“Revolving Credit Agreement”) with a group of lenders with East West Bank, acting as administrative agent and collateral agent for the lenders. The Revolving Credit Agreement provided for a revolving credit facility with an aggregate maximum principal amount of $130.0 million and a letter of credit subfacility of $20.0 million. In connection with entering into the Revolving Credit Agreement, the Company repaid outstanding amounts of $5.4 million and terminated an existing loan agreement with Comerica Bank. In May 2021, the Company repaid $63.2 million of debt outstanding under the Revolving Credit Agreement with a portion of the proceeds from the issuance and sale of Convertible Notes. In June 2021, the Company terminated the Revolving Credit Agreement and was required to pay a termination fee of $1.3 million. The Company also wrote-off issuance costs of $0.7 million for a total loss on extinguishment of debt of $2.0 million. These amounts were recorded in loss on extinguishment of debt in the consolidated statements of operations during the year ended December 31, 2021. All other obligations under the Revolving Credit Agreement have otherwise been terminated. Convertible Notes In May 2021, the Company issued and sold convertible promissory notes (“Convertible Notes”) with a principal amount of $235.5 million and incurred $6.0 million of debt issuance costs that have been recorded in interest expense in the consolidated statements of operations. The Convertible Notes accrue interest at a simple rate of 3.0% per annum during the first 12-month period and will accrue interest at a simple rate of 9.0% per annum thereafter. The Company elected to account for the Convertible Notes at estimated fair value, see Note 12, Fair Value Measurements, pursuant to the fair value option and record the change in estimated fair value in the consolidated statement of operations. The Company recorded a loss of $59.6 million related to the change in estimated fair value of the Convertible Notes in its consolidated statement of operations for the year ended December 31, 2021. All of the Convertible Notes were converted upon the IPO, which was a qualified conversion event. The Convertible Notes’ principal of $235.5 million and accrued interest of $2.8 million was converted into 18,611,914 shares of common stock at a fair value of $297.8 million using a 20% discount to the initial public offing price of $16.00 per share. The Company no longer had outstanding Convertible Notes as of December 31, 2021. Secured Revolving Facility Agreement On June 30, 2022, the Company entered into a loan and security agreement (the “2022 Revolving Facility Agreement”) among the Company, the lenders from time to time party thereto and East West Bank, as collateral agent and administrative agent (“Agent”). The 2022 Revolving Facility Agreement provides for a $100.0 million secured revolving credit facility, with a $20.0 million letter of credit subfacility. As of December 31, 2023, there were no revolving loans outstanding and $0.5 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement. Under the terms of the 2022 Revolving Facility, as of December 31, 2023, the Company had $78.2 million of availability to borrow under the revolving credit facility. The Company recorded $0.6 million in deferred financings costs in connection with the 2022 Revolving Facility Agreement. This balance will be amortized over two years and is classified in other non-current assets. The revolving loans are available subject to the Company maintaining an asset coverage ratio of not less than 1.20 to 1.00, measured as (x) the sum of specified cash and cash equivalents subject to liens in favor of Agent plus 80% of eligible accounts receivable less the amount of the Company’s outstanding sales tax liability to (y) the principal amount of the outstanding obligations under the 2022 Revolving Facility Agreement. The revolving commitments terminate and the principal amount of outstanding revolving loans, together with accrued and unpaid interest, is due and payable on June 30, 2024. The revolving loans accrue interest at the greater of the prime rate and 3.50%. Interest on the revolving loans is payable monthly in arrears. The Company may borrow, prepay and reborrow revolving loans, without premium or penalty. The Company is required to pay a prepayment fee of 1.0% if the revolving commitments are terminated prior to the maturity date. The Company is required to pay a commitment fee equal to 0.25% per annum of the daily unused portion of the 2022 Revolving Facility Agreement. The Company is also obligated to pay other customary fees for a loan facility of this size and type. The Company’s obligations under the 2022 Revolving Facility Agreement are secured by substantially all of the Company’s assets, and will be guaranteed by, and secured by substantially all of the assets of, its future domestic subsidiaries. Two subsidiaries of the Company have become guarantors subsequent to the closing date. The 2022 Revolving Facility Agreement requires the Company to maintain a current ratio of not less than 1.20 to 1.00, measured quarterly. The 2022 Revolving Facility Agreement also requires the Company to maintain at least six months remaining liquidity, determined as set forth in the 2022 Revolving Facility Agreement. Additionally, the 2022 Revolving Facility Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, dispose of assets, effect certain mergers, incur debt, grant liens, pay dividends and distributions on their capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type. The Company was in compliance with its covenants at December 31, 2023. The events of default under the 2022 Revolving Facility Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, the occurrence of a material adverse effect, a change of control and judgment defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the 2022 Revolving Facility Agreement, the termination of the lenders’ commitments, a 2% increase in the applicable rate of interest and the exercise by Agent and the lenders of other rights and remedies provided for under the 2022 Revolving Facility Agreement or applicable law.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan modification, incremental cost				$ 12,900
Award vesting period (in years)		4 years
Weighted average remaining contractual term (in years)		6 years 6 months	6 years 4 months 24 days	6 years 10 months 24 days	6 years 4 months 24 days
2018 and 2020 Promissory Notes \| Chief Product Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forgiveness of promissory note	$ 8,300
Stock issued during period, new issues (in shares)	7,359,572
2020 Promissory Notes \| Chief Product Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forgiveness of promissory note	$ 3,500
Stock issued during period, new issues (in shares)	2,457,721
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense				$ 1,200
Aggregate intrinsic value of exercisable options		$ 0	$ 5,800	72,400
Total intrinsic value of options outstanding		0	6,100	81,900
Unamortized share-based compensation cost related to unvested stock option awards		$ 6,200
Expected period for recognition (in years)		2 years
Granted (in shares)		622,323
Plan modification, incremental cost		$ 400
Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual percentage increase in shares available (as a percent)	5.00%
Number of shares available for grant (in shares)		7,316,596
ESPP – shares assumed to be repurchased \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	2,834,754
Annual percentage increase in shares available (as a percent)	1.00%
Number of shares available for grant (in shares)		4,356,328
Annual increase, number of shares (in shares)	8,504,263
Percentage of fair market for ESPP common stock purchases (as a percent)	85.00%
Share-based Payment Arrangement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost capitalized to inventory during period		$ 2,700	3,100	2,000
Share-based compensation cost capitalized in inventory		0
Total stock-based compensation expense		$ 48,735	$ 64,291	$ 42,979
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		9,932,451	11,939,035	11,584,681
Award vesting period (in years)		4 years
Unrecognized compensation cost		$ 66,600
Weighted average remaining contractual term (in years)		2 years 1 month 6 days
Vested (in shares)		5,366,322	3,329,057	193,933
Restricted stock units \| Certain Executives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				1,177,043
Restricted stock units \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				10,535,637
Vested (in shares)				5,603,065
Time-vesting Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent representing time based RSUs		25.00%
Market-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	3,335,300	0	0	3,335,300
Award vesting period (in years)		1 year
Vested (in shares)		0	0	0
Discount for lack of marketability		14.00%
Operations-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	1,597,272	266,212	0	1,597,272
Vested (in shares)		0	532,424	0
Restricted Stock \| Restricted Stock Purchase Agreements \| Chief Executive Officer and Chief Product Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)					4 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		3 years
Minimum \| Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	14,173,771
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		4 years
Maximum \| Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	22,399,691

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (13,647)	$ (5,724)
Total intangible assets	19,644	16,867
Gross Amount	33,291	22,591
Total intangible assets	19,644	16,867
In-process software development
Finite-Lived Intangible Assets [Line Items]
In-process software development	820	3,539
Intangible assets, net
Finite-Lived Intangible Assets [Line Items]
Gross Amount	32,471	19,052
Accumulated Amortization	(13,647)	(5,724)
Total intangible assets	18,824	13,328
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Amount	31,551	19,052
Accumulated Amortization	(13,340)	(5,724)
Total intangible assets	18,211	$ 13,328
Other
Finite-Lived Intangible Assets [Line Items]
Gross Amount	920
Accumulated Amortization	(307)
Total intangible assets	$ 613

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Apr. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Tax Credit Carryforward [Line Items]
Effective tax rate		(1.30%)	4.80%	27.50%
Valuation allowance increase		$ 83,600	$ 36,000
Tax credit carryforwards, research		6,288	3,508
Tax credit carryforwards		800
Unrecognized tax benefits		5,867	2,705	$ 3,405	$ 1,045
Unrecognized tax benefits that would impact effective tax rate		4,100
Unrecognized tax benefits, interest and penalties		300	400
California Competes Tax Credit
Tax Credit Carryforward [Line Items]
Tax credit carryforward	$ 20,000
Tax credit carryforward term (in years)	5 years
Tax credit carryforward, annual amount	$ 4,000
U.S. State
Tax Credit Carryforward [Line Items]
Valuation allowance increase		18,100
Operating loss carryforwards		404,600
Operating loss carryforwards, subject to expiration		404,600
Operating loss carryforwards, subjected to limitation related to utilization		29,900
U.S. State \| California Franchise Tax Board
Tax Credit Carryforward [Line Items]
Tax credit carryforwards		4,300
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards		258,500
Operating loss carryforwards, subject to expiration		5,800
Operating loss carryforwards, not subject to expiration		252,700
Tax credit carryforwards, research		4,500
Operating loss carryforwards, subjected to limitation related to utilization		9,700
Section 174 Capitalization
Tax Credit Carryforward [Line Items]
Valuation allowance increase		$ 65,400	$ 36,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting.

Basis of Consolidation

The consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions.

Use of Estimates

The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, equity-based compensation expense, product warranty reserve, the usage and recoverability of its inventories, long-lived assets, intangible assets and net deferred tax assets (net of related valuation allowance). The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Segment Reporting

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. The majority of revenue to date is from customers located in the United States and the majority of long-lived assets are located in the United States.

Cash and Cash Equivalents

Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists primarily of cash that serves as collateral for the Company’s standby letters of credit. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring long-term assets, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is classified as a long-term asset. Otherwise, restricted cash is presented in current assets in the consolidated balance sheets.

Accounts Receivable

Under ASU 2016-13, the Company is required to remeasure expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The allowance for credit losses represents the Company’s estimate of expected credit losses relating to these factors. Amounts are written off against the allowances for credit losses when the Company determines that a customer account is uncollectible.

Concentration of Credit Risk and Other Risk and Uncertainties

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and trade accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and the deposits are held with large financial institutions.

The Company had one customer that represented more than 10% of total product revenue for the year ended December 31, 2023, at 57%. For the year ended December 31, 2022, the Company had two customers that represented more than 10% of product revenue at 54% and 20%, respectively. For the year ended December 31, 2021, the Company had two customers that represented more than 10% of product revenue at 62% and 25%, respectively.

As of December 31, 2023, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 27%, 20%, and 14%. As of December 31, 2022, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 54%.

The Company purchases certain components for its products from three specific suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which could adversely affect results of operations.

Inventories

Inventories are valued at lower of cost or net realizable value on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. Unabsorbed manufacturing costs are expensed as incurred.

Provisions for excess and obsolete inventory are primarily based on the Company’s estimates of forecasted sales, usage levels, and expiration dates, as applicable for certain disposable products, and assumptions about obsolescence. Provisions are recorded against inventories on hand and for prepayments of excess inventories. Accrued losses are recorded for purchase commitments, measured in the same way as are inventory losses. If actual conditions are less favorable than those we have projected, we may need to increase our reserves for excess and obsolete inventories. Any increases in our reserves will adversely impact our results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If we are able to sell such inventory any related reserves would be reversed in the period of sale.

The value of the inventories that are not expected to be sold within one year of the current reporting period is classified as non-current inventories on the accompanying consolidated balance sheets. Non-current inventories consist of completed Cue Readers, Cue Reader component parts, and cartridge component parts. This inventory is not subject to expiration and is expected to be utilized with future Cue Test Kits.

Product Warranty Reserve

The Company provides its customers with the right to receive a replacement of defective or nonconforming Cue Readers for a period of up to twelve months from the date of shipment. Subject to certain limitations, the Company

currently provides customers with the right to receive a replacement Cue Cartridge for unexpired tests that do not produce a valid result, for a period of up to ninety days from the date the test is performed. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the balance sheet. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are determined based on historical information that includes test failure rates, replacement frequency, and the overall replacement cost. The Company evaluates the reserve on a quarterly basis and makes adjustments when appropriate. Changes to test failure rates and overall replacement rates could have a material impact on our estimated liability.

Fair Value Measurements and Financial Instruments

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Property and Equipment, Net

Property and equipment, net, which consist of manufacturing equipment, laboratory equipment, furniture and fixtures, computers and software, office equipment and leasehold improvements, are stated at cost less depreciation. Leasehold improvements are amortized on a straight-line basis over the shorter of their useful life or the remaining lease term, including any renewal periods that the Company is reasonably certain to exercise. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred.

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7 years
Computers and software			3-5 years

Intangible Assets, Net

Intangible assets, net are recorded at cost and amortized on a straight-line basis over their estimated useful lives. Intangible assets consist of capitalized software costs incurred in the development of internal-use software. The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software are capitalized, while costs incurred in the preliminary project and post implementation stage are expensed as incurred. Additionally, indirect costs related to the software development during the application development stage are expensed as incurred and maintenance costs are expensed as incurred.

During the development stage of internal-use software, the Company capitalizes certain eligible costs associated with the software development, in accordance with ASC 350-40, Internal-Use Software. The capitalized costs primarily consist of direct labor and third-party contractor fees. In-process software development consists of software costs incurred in the development of internal-use software not yet implemented. The software is expected to be implemented no later than one year from the commencement date of development. Once the software is implemented and ready for its intended use, the Company will begin amortizing the capitalized costs. The Company has concluded that given the rapid changes in technology, the software has a useful life of three years and is amortized on a straight-line basis.

Leases

The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. Lease balances are included in the consolidated balance sheets as right-of-use assets and lease liabilities. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have terms of 12 months or less, on its consolidated balance sheet.

Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at commencement dates in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment. The Company’s lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Cloud Computing Arrangements

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing.

If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations.

Impairment of Long-Lived Assets

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. If such triggering event is determined to have occurred, the asset’s or asset group’s carrying value is compared to the future undiscounted cash flows expected to be generated. If the carrying value exceeds the undiscounted cash flows of the asset, then an impairment exists. An impairment charge is measured as the excess of the asset’s carrying value over its fair value.

Based on management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements, the Company recorded an impairment charge of $83.6 million during the year ended December 31, 2023. There were no impairment charges recorded for the years ended December 31, 2022 and 2021.

Common Stocks Warrants

Common Stock Warrants

Common stock warrants are measured at their estimated fair value upon issuance and recorded in additional paid-in capital. Common stock warrants are classified as equity and no subsequent remeasurement is required.

Redeemable Convertible Preferred Stock Warrants and Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock Warrants

The Company accounts for its redeemable convertible preferred stock warrants as liabilities based upon the characteristics and provisions of each instrument. The redeemable convertible preferred stock warrants classified as liabilities are recorded on the Company’s consolidated balance sheets at their fair values on the date of issuance and are revalued on each subsequent balance sheet date, with fair value changes recognized as increases or reductions in the consolidated statement of operations. All of the Company’s outstanding redeemable convertible preferred stock warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock prior to the IPO.

Redeemable Convertible Preferred Stock

Prior to the completion of the IPO, the Company had multiple classes of redeemable convertible preferred stock, all of which were classified as temporary equity in the accompanying consolidated balance sheet as the redemption of the shares were outside of the Company's control.

Revenue Recognition

Product Revenue

The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales.

The Company considers purchase orders, which are governed by agreements with a customer, to be a contract with a customer. The contract terms with customers, range in length, from one-time purchases to six-month or twelve-month commitments on a subscription basis where customers purchase a fixed number of products on a monthly basis. DTC sales are conducted via the Company’s website where customers can purchase individual products and subscribe to a Cue+ Membership. The Company considers the DTC customers’ agreement to the terms and conditions at the point of purchase to be a contract with a customer.

Cue Readers, Cue Enterprise Dashboards, and Cue Test Kits, composed of Cue Cartridges and Cue Wands, are considered distinct performance obligations. At-home health and wellness test kits and related consultation results form a single performance obligation. The Cue Health App is integral to the functionality of the Cue Reader and these two components form a single performance obligation. Revenue allocated to Cue Readers and Cue Test Kits is recognized when control of the promised goods has transferred to customers, generally upon shipment, in an amount that reflects the consideration the Company expects to receive in exchange for those goods.

Revenue allocated to Cue Enterprise Dashboards is recognized ratably over time as the service is provided, reflecting the ongoing access to the dashboard and the continuous benefit derived by the customer over the term of the service. This approach is consistent with the transfer of control over time, as the customer simultaneously receives and consumes the benefits of the service. Cue Enterprise Dashboard revenue is not material.

The Company’s contracts with its customers do not provide for open return rights. The Company estimates returns of products due to defective or nonconforming Cue Readers and replacement Cue Cartridges and records a provision for estimated expenses related to product warranty at the time products are sold.

In addition to the above performance obligations, Cue also has performance obligations which include service components comprised of virtual care capabilities accessible through the App. Cue Care provides telemedicine (access to chat with board-certified physicians) and the Company also generates revenue from video proctoring of tests. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer, as the customer's right to access telemedicine services is considered to be fully provided and available upon contract inception.

The Company has performance obligations related to Cue Pharmacy, which enables individuals to connect with a healthcare provider and be prescribed medications. Revenue allocated to Cue Pharmacy medication sales is recognized when control of the promised goods has transferred to customers, generally upon shipment, in an amount that reflects the consideration the Company expects to receive in exchange for those goods.

The Company has performance obligations related to Cue Lab, a collection of at-home test kits for a wide variety of diagnostic panels and standalone at home tests. Revenue allocated to Cue Lab sales is recognized when control of the promised goods has transferred to customers, generally upon delivery of test results.

The transaction price is measured as the amount of consideration the Company expects to receive in exchange for the goods transferred to customers. A contract’s transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis. The Company estimates standalone selling prices for groups of customers with similar circumstances and characteristics.

The Company recognizes receivables when there is an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 to 45 days. No adjustments to consideration are made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less. The Company has elected to apply the practical expedient related to the expensing of incremental costs of obtaining a contract. Under this practical expedient, if the amortization period of the asset that the Company would have otherwise recognized is one year or less, these costs are expensed as incurred.

The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

See Note 3, Revenue Recognition, for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2023, 2022 and 2021.

Deferred Revenue

Deferred revenue is recognized upon satisfaction of performance obligations by reference to the total goods or services expected to be provided to the customer, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration or when it is determined that the likelihood of exercise of any material right associated with deferred revenue becomes remote.

Grant and Other Revenue

Arrangements under which the Company receives grants or contracts to conduct research and development activities constitute non-exchange transactions. Revenue from non-exchange transactions is recognized to the extent of costs incurred in the period, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses.

The Company may enter into collaboration agreements with third parties to conduct research and development activities. The Company evaluates its collaboration agreements for proper classification in its consolidated statements of operations based on the nature of the underlying activity. When the Company has concluded that it has a customer relationship with one of its collaborators, the Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

See Note 3, Revenue Recognition, for details regarding the Company’s agreements with BARDA.

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied but not billed at the reporting date.

Contract liabilities are recorded when cash is received prior to recording revenue.

See Note 3, Revenue Recognition, for details regarding the activity related to contract assets and liabilities.

Cost of Product Revenue

Cost of product revenue includes the cost of materials, direct labor, inclusive of salaries and other related costs, including stock-based compensation, depreciation, and manufacturing overhead costs used in the manufacturing of the Cue Test Kits as well as contract manufacturing costs associated with production of the Cue Readers. Cost of product revenue also includes inventory reserve provisions and external-use software development costs. Cost of product revenue excludes long-lived asset impairment charges.

Shipping and Handling Costs

The Company elected to account for shipping and handling as activities to fulfill the promise of the goods and records them as cost of product revenue.

Sales and Marketing Expense, General and Administrative Expenses

Sales and Marketing Expenses

General and Administrative Expenses

The Company’s general and administrative expenses consists primarily of salaries and other related costs, including stock-based compensation, for personnel in its executive, finance, and administrative functions. General and administrative expense also includes professional fees for legal, patent, accounting, information technology, auditing, tax and consulting services, travel expenses as well as depreciation and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.

Research and Development Expenses, Accrued Research and Development Costs

Research and Development Expenses

Research and development expenses are expensed as incurred. Research and development expenses are primarily comprised of costs and expenses for salaries and other related costs, including stock-based compensation, associated with research and development personnel, contract services, laboratory supplies, facilities, depreciation, and outside services. Costs associated with the Company’s grant and collaboration agreements as well as costs associated with products produced for research and development purposes are recorded within research and development expenses.

Accrued Research and Development Costs

The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, which include clinical trial activities, based on the estimated amount of services or supplies provided but not yet invoiced and include these costs in accrued liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations. Any payments made in advance of services or supplies provided are recorded as prepaid assets, which are expensed as the services or supplies are received.

The Company estimates the amount of work completed through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. Significant judgments and estimates are made in determining the accrued balance in each reporting period. As actual costs become known, the Company adjusts its accrued estimates.

Stock-Based Compensation

The Company estimates the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three to four years; however, the Company’s equity compensation plans allow for any vesting schedule as the Company’s board of directors may deem appropriate. The Compensation Committee with oversight from the board of directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The Company recognizes forfeitures as incurred.

The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, the Company’s comprehensive income (loss) was the same as its reported net income (loss).

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the bases of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize

its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Transfers of Financial Assets

The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales are included in other income, net in the consolidated statements of operations. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value.

Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by introducing an approach based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued several amendments to the standard. In November 2019, the FASB amended the standard with the issuance of ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The Company adopted this standard effective January 1, 2023 under the modified retrospective method whereas comparative period information is not restated. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements, therefore no cumulative effect or catch up adjustment to the opening balance of retained earnings was recorded.

New Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The ASU simplifies the accounting for convertible instruments by removing certain models in Subtopic 470-20 and revises the guidance in Subtopic 815-40 to simplify the accounting for contracts in an entity’s own equity. ASU 2020-06 is effective for reporting periods beginning after December 15, 2023 with early adoption permitted for reporting periods beginning after December 15, 2020. The Company does not expect ASU 2020-06 to have a significant impact on the financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure or presentation requirements of a variety of topics in the ASC. These amendments align many disclosure requirements with those already required by the Securities Exchange Commission (the "SEC") under Regulation S-X or Regulation S-K. The ASC amendments in ASU 2023-06 become effective on the date which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment in ASU 2023-06 will not become effective for any entity. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, guidance to improve segment reporting through enhanced disclosure requirements of significant segment expenses. This update requires companies to disclose significant segment expense categories that are regularly provided to the chief operating decision maker ("CODM") on an interim and annual basis and disclosures about a reportable segment’s profit or loss and assets that are currently required annually on an interim basis. Companies must also disclose how segment measures of profit or loss are used by the CODM. ASU 2023-07 should be adopted retrospectively for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is evaluating the impact of the update and plan to adopt the amendments for annual disclosures in fiscal 2024. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Series A Redeemable Convertible Preferred Stock	Series B Redeemable Convertible Preferred Stock	Series C Redeemable Convertible Preferred Stock
Beginning balance (in shares) at Dec. 31, 2020					8,350,743	46,176,715	28,998,607
Beginning balance at Dec. 31, 2020					$ 7,519	$ 66,186	$ 102,618
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of redeemable convertible preferred stock warrants (in shares)					48,513	31,369
Exercise of redeemable convertible preferred stock warrants					$ 831	$ 537
Conversion of redeemable convertible preferred stock (in shares)					(8,399,256)	(46,208,084)	(28,998,607)
Conversion of redeemable convertible preferred stock					$ (8,350)	$ (66,723)	$ (102,618)
Ending balance (in shares) at Dec. 31, 2021					0	0	0
Ending balance at Dec. 31, 2021					$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2020		27,995,780
Beginning balance at Dec. 31, 2020	$ (101,400)	$ 0	$ 9,036	$ (110,436)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of redeemable convertible preferred stock (in shares)		83,605,947
Conversion of redeemable convertible preferred stock	$ 177,691	$ 1	177,690
Exercise of common stock options, including ESPP activity (in shares)	1,713,054	1,713,054
Exercise of common stock options, including ESPP activity	$ 432		432
Conversion of convertible notes into common stock (in shares)		18,611,914
Conversion of convertible notes into common stock	297,792		297,792
Stock-based compensation expense from issuance of a fully vested warrant to vendor	1,239		1,239
Issuance of common stock at public offering, net of issuance costs (in shares)		14,375,000
Issuance of common stock at public offering, net of issuance costs of $24.0 million	205,956		205,956
Exercise of common stock warrants (in shares)		84,118
Exercise of common stock warrants	77		77
Vesting of early exercised stock options	152		152
Tax withholding on exercise of stock options and issuance of shares from restricted stock units (in shares)		(304,755)
Tax withholding on exercise of stock options and issuance of shares from restricted stock units	(4,586)		(4,586)
Common stock issued to outgoing directors (in shares)		128,000
Issuance of common stock upon vesting of restricted stock units (in shares)		193,933
Stock-based compensation	42,979		42,979
Net income (loss)	86,418			86,418
Ending balance (in shares) at Dec. 31, 2021		146,402,991
Ending balance at Dec. 31, 2021	$ 706,750	$ 1	730,767	(24,018)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options, including ESPP activity (in shares)	1,751,321	1,898,784
Exercise of common stock options, including ESPP activity	$ 3,880		3,880
Tax withholding on exercise of stock options and issuance of shares from restricted stock units (in shares)		(1,224,818)
Tax withholding on exercise of stock options and issuance of shares from restricted stock units	(6,862)		(6,862)
Issuance of common stock upon vesting of restricted stock units (in shares)		3,329,057
Stock-based compensation	64,291		64,291
Other	2,491		2,491
Net income (loss)	$ (194,056)			(194,056)
Ending balance (in shares) at Dec. 31, 2022	150,406,014	150,406,014
Ending balance at Dec. 31, 2022	$ 576,494	$ 1	794,567	(218,074)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options, including ESPP activity (in shares)	169,515	1,468,568
Exercise of common stock options, including ESPP activity	$ 372	$ 1	371
Tax withholding on exercise of stock options and issuance of shares from restricted stock units (in shares)		(1,936,140)
Tax withholding on exercise of stock options and issuance of shares from restricted stock units	(1,729)		(1,729)
Issuance of common stock upon vesting of restricted stock units (in shares)		5,366,322
Stock-based compensation	48,735		48,735
Other	(156)		(156)
Net income (loss)	$ (373,464)			(373,464)
Ending balance (in shares) at Dec. 31, 2023	155,304,764	155,304,764
Ending balance at Dec. 31, 2023	$ 250,252	$ 2	$ 841,788	$ (591,538)

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	May 04, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets		$ 7.9	$ 3.7	$ 2.0
TrustMedRx LLC \| CHP HC LLP
Finite-Lived Intangible Assets [Line Items]
Payment to acquire business	$ 0.7
Business acquisition, transaction costs	$ 0.2
TrustMedRx LLC \| CHP HC LLP \| Operating Licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life (in years)	2 years

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 22	$ 2,311
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	155,304,764	150,406,014
Common stock, shares outstanding (in shares)	155,304,764	150,406,014

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense Related to Awards Issued

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	2,686	$	3,128	$	1,979
Sales and marketing	6,893		8,603		2,634
Research and development	17,502		23,305		6,889
General and administrative	21,105		29,255		31,477
Restructuring	549		—		—
Total stock-based compensation expense	$	48,735	$	64,291	$	42,979

Schedule of Stock Option Activity and Related Information

A summary of stock option activity and related information for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2021	8,344,752	$	0.61	6.4
Granted	2,965,821	$	15.61
Exercised	(1,713,054)	$	0.31
Forfeited	(367,317)	$	10.58
Expired	(67,042)	$	0.36
Outstanding at January 1, 2022	9,163,160	$	5.13	6.9
Granted	—	$	—
Exercised	(1,751,321)	$	0.50
Forfeited	(197,710)	$	12.40
Expired	(111,276)	$	14.25
Outstanding at January 1, 2023	7,102,853	$	5.92	6.4
Granted	3,473,387	$	2.15
Exercised	(169,515)	$	0.66
Forfeited	(1,295,082)	$	10.23
Expired	(388,232)	$	10.56
Outstanding at December 31, 2023	8,723,411	$	3.67	6.5
Exercisable at December 31, 2023	6,219,296	$	3.99	5.5
Vested and expected to vest at December 31, 2023	8,723,411	$	3.67	6.5

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The estimated fair value of each stock option award granted to employees was determined on the date of grant using the Black-Scholes option pricing model with the following assumptions for stock option grants for years ended December 31, 2023 and 2021:


	2023		2021
Expected volatility	85.0%		40.9%
Expected term (years)	6.50		7.71
Expected dividend yield	0.0%		0.0%
Risk-free interest rate	4.3%		0.8%
Grant date fair value	$	1.58	$	6.93

The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions.


	For the year ended December 31, 2021
Expected dividend yield (1)	0.00	%
Risk-free interest rate (2)	1.27	%
Expected volatility (3)	65.00	%
Cost of equity (3)	15	%

(1)Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs.

(2)The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant.

(3)The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

Share-based Payment Arrangement, Restricted Stock Unit, Activity

Total RSU activity for the years ended December 31, 2023, 2022 and 2021are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	11,584,681	14.65		169,716
Vested	(193,933)	15.65		(3,036)
Forfeited	(126,513)	16.00		(2,024)
Outstanding, January 1, 2022	11,264,235	14.62		164,656
Granted	11,939,035	5.97		71,276
Vested	(3,329,057)	13.30		(44,276)
Forfeited	(1,192,512)	11.67		(13,917)
Outstanding, January 1, 2023	18,681,701	9.51		177,739
Granted	9,932,451	1.61		15,965
Vested	(5,366,322)	7.12		(38,207)
Forfeited	(6,476,122)	7.61		(49,290)
Outstanding, December 31, 2023	16,771,708	$	6.33	$	106,207

Market-based performance-vesting RSU activity for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	3,335,300	12.82		42,759
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2022	3,335,300	12.82		42,759
Granted	—	—		—
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2023	3,335,300	12.82		42,759
Granted	—	—		—
Vested	—	—		—
Forfeited	—	—		—
Outstanding, December 31, 2023	3,335,300	$	12.82	$	42,759

Operations-based performance-vesting RSU activity for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	1,597,272	16.00		25,556
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2022	1,597,272	16.00		25,556
Granted	—	—		—
Vested	(532,424)	16.00		(8,519)
Forfeited	(266,213)	16.00		(4,259)
Outstanding, January 1, 2023	798,635	16.00		12,778
Granted	266,212	2.48		660
Vested	—	—		—
Forfeited	(1,064,847)	12.62		(13,438)
Outstanding, December 31, 2023	—	$	—	$	—

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS’ EQUITY

Stock Incentive Plans

2014 Equity Incentive Plan

In August 2014, the Company adopted the 2014 Equity Incentive Plan (“2014 Plan”) under which employees, non-employee directors and consultants of the Company may be granted incentive stock options, nonqualified stock options, stock appreciation rights, performance shares, awards of restricted stock and awards of restricted stock units.

With the introduction of the 2021 Stock Incentive Plan (“2021 Plan”), shares are no longer available for future grants under the 2014 Plan.

2021 Stock Incentive Plan

In September 2021, the Company adopted the 2021 Plan 2021 under which employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards (incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards). The authorized number of shares includes 14,173,771 common shares plus such additional number of shares of common stock up to 22,399,691 as equal to the number shares reserved in the 2014 Plan above. The number of common stock shares available under the 2021 Plan increases annually on the first day of each fiscal year commencing January 1, 2022 until and including January 1, 2031 by the amount equal to at least 5% of outstanding shares on such date and any additional shares of common stock determined by the board. As of December 31, 2023, 7,316,596 shares of common stock were available for issuance under the 2021 Plan.

2021 Employee Stock Purchase Plan

In September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”) under which employees of the Company can purchase shares of the Company’s common stock commencing on such time and such dates as the board of directors of the Company determine. The number of shares of common stock that have been approved for the purpose is 2,834,754 shares of common stock plus an annual increase to be added on the first day of each fiscal year commencing January 1, 2022 and continuing for each fiscal year until and including January 1, 2032. The annual increase is equal to the least of 8,504,263 shares of common stock, 1% of outstanding shares on such date, and a number of shares of common stock determined by the board of directors. The price at which stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of the Company’s common stock on the lesser of either (i) the first business day of the Plan Period or (ii) the Exercise Date. As of December 31, 2023, 4,356,328 shares of common stock were available for sale under the 2021 ESPP.

Stock-Based Compensation

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Cost of revenues	$	2,686	$	3,128	$	1,979
Sales and marketing	6,893		8,603		2,634
Research and development	17,502		23,305		6,889
General and administrative	21,105		29,255		31,477
Restructuring	549		—		—
Total stock-based compensation expense	$	48,735	$	64,291	$	42,979

In total, $2.7 million, $3.1 million and $2.0 million of stock-based compensation expense was capitalized to inventory during the manufacturing process during the years ended December 31, 2023, 2022 and 2021, respectively. An immaterial amount remained in inventory as of December 31, 2023. During the year ended December 31, 2021, the Company incurred additional stock-based compensation expenses of $1.2 million related to the issuance of a fully-vested option valued at $1.2 million.

Stock Options

A summary of stock option activity and related information for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2021	8,344,752	$	0.61	6.4
Granted	2,965,821	$	15.61
Exercised	(1,713,054)	$	0.31
Forfeited	(367,317)	$	10.58
Expired	(67,042)	$	0.36
Outstanding at January 1, 2022	9,163,160	$	5.13	6.9
Granted	—	$	—
Exercised	(1,751,321)	$	0.50
Forfeited	(197,710)	$	12.40
Expired	(111,276)	$	14.25
Outstanding at January 1, 2023	7,102,853	$	5.92	6.4
Granted	3,473,387	$	2.15
Exercised	(169,515)	$	0.66
Forfeited	(1,295,082)	$	10.23
Expired	(388,232)	$	10.56
Outstanding at December 31, 2023	8,723,411	$	3.67	6.5
Exercisable at December 31, 2023	6,219,296	$	3.99	5.5
Vested and expected to vest at December 31, 2023	8,723,411	$	3.67	6.5

The aggregate intrinsic value of exercisable options was $0, $5.8 million and $72.4 million, for the years ended December 31, 2023, 2022 and 2021, respectively. The aggregate intrinsic value of stock options outstanding was $0, $6.1 million and $81.9 million as of December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was approximately $6.2 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.0 years, on a straight-line basis.


	2023		2021
Expected volatility	85.0%		40.9%
Expected term (years)	6.50		7.71
Expected dividend yield	0.0%		0.0%
Risk-free interest rate	4.3%		0.8%
Grant date fair value	$	1.58	$	6.93

During the year ended December 31, 2023, the Company modified certain stock options previously granted to non-employees. The modification included changes to the exercise price of 622,323 unvested options. As a result of these modifications, the Company will recognize an additional $0.4 million in stock-based compensation expense over the remaining vesting period of the affected options.

Restricted Stock Units

Under the 2014 and 2021 Plans, restricted stock units (“RSUs”) are generally subject to a four-year vesting period, with 25% of the shares vesting one year from the vesting commencement date and quarterly thereafter over the remaining vesting term, but may be subject to other vesting conditions such as performance or market based conditions. Compensation expense is recognized ratably over the requisite service period.

During the year ended December 31, 2021, the Company issued a total of 1,177,043 RSUs to certain executives under the 2014 Plan with the right to receive common stock shares upon vesting as scheduled per agreements with certain executives. No additional grants of RSUs are expected under the 2014 Plan.

Total RSU activity for the years ended December 31, 2023, 2022 and 2021are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	11,584,681	14.65		169,716
Vested	(193,933)	15.65		(3,036)
Forfeited	(126,513)	16.00		(2,024)
Outstanding, January 1, 2022	11,264,235	14.62		164,656
Granted	11,939,035	5.97		71,276
Vested	(3,329,057)	13.30		(44,276)
Forfeited	(1,192,512)	11.67		(13,917)
Outstanding, January 1, 2023	18,681,701	9.51		177,739
Granted	9,932,451	1.61		15,965
Vested	(5,366,322)	7.12		(38,207)
Forfeited	(6,476,122)	7.61		(49,290)
Outstanding, December 31, 2023	16,771,708	$	6.33	$	106,207

As of December 31, 2023 there was approximately $66.6 million of total unrecognized compensation cost related to outstanding RSUs. The weighted average remaining expense period was 2.1 years as of December 31, 2023.

During the year ended December 31, 2021, the Company issued 10,535,637 RSUs to employees under the 2021 Plan of which 5,603,065 vest based solely on continued employment over a four year period and the remaining RSUs are also subject to performance-vesting conditions as described below. There were no performance-vesting conditions grants during the years ended December 31, 2023 and 2022.

Market-Based Performance-Vesting RSUs

In September 2021, the Company issued 3,335,300 RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain market-based performance goals. Market-based performance-vesting RSUs vest upon the achievement of certain stock price performance over a performance period. There are seven stock price

targets which can be achieved over the performance period and are based on an average closing price of the Company’s common stock.

The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions.


	For the year ended December 31, 2021
Expected dividend yield (1)	0.00	%
Risk-free interest rate (2)	1.27	%
Expected volatility (3)	65.00	%
Cost of equity (3)	15	%

(1)Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs.

(2)The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant.

(3)The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

The Company applied a 14% discount for lack of marketability (“DLOM”) to the value of the market-based performance-vesting RSUs to account for a one-year post vesting period during which the grantee must hold the vested RSUs. The Company utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy.

Market-based performance-vesting RSU activity for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	3,335,300	12.82		42,759
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2022	3,335,300	12.82		42,759
Granted	—	—		—
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2023	3,335,300	12.82		42,759
Granted	—	—		—
Vested	—	—		—
Forfeited	—	—		—
Outstanding, December 31, 2023	3,335,300	$	12.82	$	42,759

Operational-Based Performance-Vesting RSUs

In September 2021 the Company issued 1,597,272 operational-based performance-vesting RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain performance goals including meeting certain annual revenue targets and product development milestones.

The grant date fair value of operational-based performance-vesting RSUs was estimated based on their fair value of the Company’s common stock on the date of grant. Compensation costs are recorded when achievement of the performance goals is determined to be probable.

Operations-based performance-vesting RSU activity for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	1,597,272	16.00		25,556
Vested	—	—		—
Forfeited	—	—		—
Outstanding, January 1, 2022	1,597,272	16.00		25,556
Granted	—	—		—
Vested	(532,424)	16.00		(8,519)
Forfeited	(266,213)	16.00		(4,259)
Outstanding, January 1, 2023	798,635	16.00		12,778
Granted	266,212	2.48		660
Vested	—	—		—
Forfeited	(1,064,847)	12.62		(13,438)
Outstanding, December 31, 2023	—	$	—	$	—

Restricted Stock Purchase Agreements with Executives

In 2018 and 2020, the Company issued shares of common stock pursuant to restricted stock purchase agreements with its Chief Executive Officer and Chief Product Officer in exchange for nonrecourse promissory notes to finance the entire cost of the shares. Due to the promissory notes being collateralized by the stock purchased and other stock held by the purchasers, these transactions were accounted for as substantive grants of common stock options since the purchasers did not assume the risk of ownership. Compensation expense was recognized ratably over a four-year service period. As of December 31, 2021, there were no shares subject to the restricted stock purchase agreements.

In September 2021 the Company’s board of directors approved the forgiveness of the Chief Executive Officer’s 2018 and 2020 promissory notes under which $8.3 million of principal and accrued interest was outstanding for the purchase of 7,359,572 common stock shares. The Company’s board of directors also approved the forgiveness of the Chief Product Officer’s 2020 promissory notes under which $3.5 million of principal and accrued interest was outstanding for the purchase of 2,457,721 common stock shares.

The forgiveness of the promissory notes were deemed to be an option modification. The unrecognized grant date fair value and the incremental fair value from the modification resulting from the forgiveness of the promissory notes related to vested shares was recognized in stock-based compensation expense during the year ended December 31, 2021 and the unvested portion thereof will be recognized as stock-based compensation expense over the remaining vesting period. This modification resulted in $12.9 million in additional stock-based compensation expense for the year ended December 31, 2021.

Early Exercise Liability

Unvested shares of early-exercised stock options are held in escrow until the stock option becomes fully vested or until the employee’s termination, whichever occurs first. The right to repurchase these shares lapses over the four-year vesting period. For accounting purposes, the early exercise of options is not considered to be a substantive exercise until the underlying awards vest.

As of December 31, 2023 and 2022, there was no liability related to the early exercise of common stock options.

INTANGIBLE ASSETS - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 19,644	$ 16,867
Software
Finite-Lived Intangible Assets [Line Items]
2024	9,831
2025	6,388
2026	2,605
Total intangible assets	$ 18,824

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Cash and Cash Equivalents

Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Accounts Receivable

Concentration of Credit Risk and Other Risk and Uncertainties

Inventories

Product Warranty Reserve

The following table provides a reconciliation of the change in estimated warranty liabilities:


	December 31,
	2023		2022		2021
Balance at beginning of year	$	6,660	$	4,865	$	—
Provision for warranties (including changes in estimates)	1,275		18,141		7,744
Settlements	(5,297)		(16,346)		(2,879)
Balance at end of year	$	2,638	$	6,660	$	4,865

Fair Value Measurements and Financial Instruments

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Property and Equipment, Net

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7 years
Computers and software			3-5 years

Intangible Assets, Net

Leases

Cloud Computing Arrangements

As of December 31, 2023 and 2022, the Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following:


	Year Ended December 31,
	2023		2022
Capitalized implementation costs	$	10,702	$	10,265
Accumulated amortization expense	(8,178)		(4,348)
Cloud computing arrangement, net	$	2,524	$	5,917

These cloud computing arrangements were primarily related to implementation of the Company’s enterprise resource planning system and customer relationship management system, among other software implementations. These costs were recorded in other non-current assets in the consolidated balance sheets. Amortization expense related to cloud computing arrangements was $3.8 million, $4.0 million, and $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Deferred Offering Costs

If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations. There were no deferred offering costs recorded in the Company’s consolidated balance sheets as of December 31, 2023.

Impairment of Long-Lived Assets

Common Stock Warrants

Redeemable Convertible Preferred Stock Warrants

Redeemable Convertible Preferred Stock

In connection with the completion of the IPO in September 2021, all outstanding shares of redeemable convertible preferred stock were automatically converted into an aggregate of 83,605,947 shares of common stock.

Revenue Recognition

Product Revenue

The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales.

See Note 3, Revenue Recognition, for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2023, 2022 and 2021.

Deferred Revenue

Grant and Other Revenue

See Note 3, Revenue Recognition, for details regarding the Company’s agreements with BARDA.

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied but not billed at the reporting date.

Contract liabilities are recorded when cash is received prior to recording revenue.

See Note 3, Revenue Recognition, for details regarding the activity related to contract assets and liabilities.

Cost of Product Revenue

Shipping and Handling Costs

The Company elected to account for shipping and handling as activities to fulfill the promise of the goods and records them as cost of product revenue.

Sales and Marketing Expenses

Sales and marketing expense consist primarily of salaries and other related costs, including stock-based compensation, for personnel in sales and marketing, customer support, advertising costs and business development functions. Advertising costs are expensed as incurred. For the years ended December 31, 2023, 2022 and 2021, advertising costs were $2.9 million, $42.3 million, and $15.4 million respectively.

Research and Development Expenses

Accrued Research and Development Costs

General and Administrative Expenses

Patent Costs

Stock-Based Compensation

Comprehensive Income (Loss)

Income Taxes

its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

Transfers of Financial Assets

Employee Retention Credit

Tax credits within the accompanying consolidated statement of operations is attributable to the one-time receipt of the Employee Retention Tax Credit from the Internal Revenue Service (the "IRS"). As a response to the COVID-19 outbreak, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which contained a number of programs to assist workers, families and businesses. Part of the CARES Act provides an Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes equal to 50% of qualified wages paid, up to $10,000 per employee annually, from March 12, 2020 through January 1, 2021. Additional relief provisions were passed by the United States government, which extended and expanded the qualified wage caps on these credits to 70% of qualified wages paid through June 30, 2021 and 100% of qualified wages paid through December 31, 2021, up to $10,000 per employee per quarter.

The Company filed for the periods 2020-2021 to claim a refund for the ERC. The Company elected to account for the ERC under ASC 958-605 when the conditions had been substantially met, which was determined to be in the third quarter of 2023. As of December 31, 2023, the Company received payments from the IRS related to the ERC and recorded $20.9 million within Tax credits in the accompanying consolidated statements of operations.

Going Concern

The Company’s operations have been primarily financed through a combination of its proceeds from its initial public offering, other financing activities, product sales and grant revenue. The Company expects that its near and longer-term liquidity requirements will consist of working capital and general corporate expenses associated with its business, including, without limitation, expenses associated with production and research and development expenses associated with its test and care offerings.

The Company had an accumulated deficit of $591.5 million as of December 31, 2023. During the years ended December 31, 2023 and 2022, the Company incurred negative cash flows. A tempering of COVID-19 testing demand has resulted in a loss from operations. Currently, the majority of our product revenue is related to sales of our Cue COVID-19 test, and while we have a number of tests submitted to the FDA for regulatory approval and in late-stage technical development, the receipt of such approvals is outside the Company’s control. These factors, underscored by the inherent uncertainty in timing of regulatory approvals, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans to alleviate the conditions that raise substantial doubt include obtaining regulatory approvals for additional test products, reduced spending, and the pursuit of additional capital. There can be no assurance that the current operating plan will be achieved, including the timing of additional products, or that additional funding will be available on terms acceptable to the Company, or at all. Accordingly, the Company has concluded that substantial doubt exists about the Company's ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

STOCKHOLDERS’ EQUITY - Stock-Based Compensation (Details) - Share-based Payment Arrangement - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 48,735	$ 64,291	$ 42,979
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,686	3,128	1,979
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	6,893	8,603	2,634
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	17,502	23,305	6,889
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	21,105	29,255	31,477
Restructuring
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 549	$ 0	$ 0

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 143,088	$ 272,230
Accumulated depreciation and amortization	(70,992)	(82,955)
Total property and equipment, net	72,096	189,275
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment	2,114	32,412
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	114,747	214,702
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	24,214	23,233
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,013	$ 1,883

CAPITAL STOCK	12 Months Ended
CAPITAL STOCK	Dec. 31, 2023
Equity [Abstract]
CAPITAL STOCK	CAPITAL STOCK Amended and Restated Certificate of Incorporation In September 2021, the Company’s board of directors approved and the Company filed its restated amended certificate of incorporation, which authorized the issuance of up to 550,000,000 shares consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock with a par value of $0.00001 per share, respectively. Preferred Stock The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 50,000,000 preferred shares. The Board of Directors is authorized to fix the number of shares of any series of preferred stock and determine the designations of such shares including but not limited to voting powers, dividend rights, liquidation preferences, and conversion rights. No shares of preferred stock were outstanding as of December 31, 2023 and 2022. Redeemable Convertible Preferred Stock In May 2020, the Company entered into a Convertible Note Purchase Agreement for a maximum of $12.0 million in convertible notes accruing interest at 3% per annum and maturing October 2021. The Company received proceeds of $5.6 million through the issuance date of these consolidated financial statements. The convertible notes were exercisable at a 10% discount (within 30 days) or 15% discount (after 45 days) upon a financing transaction in excess of $30.0 million. In connection with the closing of the IPO, the Convertible Notes were converted into 18,611,914 shares of common stock. In June 2020, the Company raised $105.6 million in gross proceeds through issuance of shares of its Series C redeemable convertible preferred stock. The issuance included 27,308,227 shares of Series C-1 redeemable convertible preferred stock, par value $0.00001 per share, at $3.6619. The convertible notes entered into in May 2020 were converted into 1,690,380 shares Series C-2 redeemable convertible preferred stock, par value $0.00001 per share, at $3.2957 per share at a 10% discount upon closing of the Series C redeemable convertible preferred stock issuance generating a loss on extinguishment of $0.6 million recorded in interest expense in the consolidated statements of operations. In connection with the closing of the IPO, all outstanding shares of redeemable convertible preferred stock were converted into 83,605,947 shares of common stock. Redeemable Convertible Preferred Stock Warrants Prior to September 2021, the Company had outstanding warrants to purchase 84,118 redeemable convertible preferred shares. Immediately prior to the IPO, in September 2021, all outstanding warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock. The related liability was derecognized upon exercise and recorded in equity. At the Market Offering Program On August 9, 2023, in connection with the launch of an “at the market” offering program, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Sales Agent”). Under the Sales Agreement, the Company may offer and sell its common stock from time to time having an aggregate offering price of up to $50.0 million during the term of the Sales Agreement through the Sales Agent (the “Offering Program”). The Company did not issue any shares of common stock under the Offering Program during the year ended December 31, 2023. Preferred Stock Rights Agreement On September 21, 2023, the Company’s board of directors authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on October 2, 2023. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), of the Company at an exercise price of $8.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights expire on the earliest of (i) 5:00 p.m., New York City time, on September 20, 2024 (unless such date is extended) or (ii) the redemption or exchange of the Rights. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of September 21, 2023, between the Company and Computershare Trust Company, N.A., as rights agent. Given the nature of the Rights and their contingent activation, which has been deemed remote, no value is recognized in stockholders’ equity. Common Stock Warrants As of December 31, 2023, the Company had an outstanding warrant to purchase 75,744 shares of common stock at a purchase price of $0.40 per share. The warrant was issued on August 22, 2017 and expires on August 22, 2027. All shares subject to the warrant were vested as of December 31, 2020.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Product Liability

The Company’s business exposes it to liability risks from its potential medical diagnostic products. Product liability claims could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability.

Restructuring

2022 Restructuring

Restructuring actions were taken in the second quarter of 2022 in order to reduce costs and improve operations and manufacturing efficiency. As a result of these actions, for the year ended December 31, 2022, the Company recorded $2.0 million of charges, which was reported as restructuring expense in the consolidated statements of operations. This was 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. As of December 31, 2022, all of the charges have been paid.

2023 Cost Reduction Plan

On January 5, 2023, the Company announced that it was implementing a new cost reduction plan (the “January CRP”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the January CRP following a review of the Company’s business, operating expenses and the macroeconomic environment. The January CRP was intended to reduce the Company’s cost structure and improve its operational efficiency. The January CRP included a reduction in the Company’s employee base.

On April 28, 2023, the Company announced a further cost reduction plan (the “April CRP”, and together with the January CRP, the “2023 CRP”), which included a reduction in the Company’s employee base.

Cash expenditures in connection with the 2023 CRP consist of payments for salary, benefits, and unused paid time off for the affected employees. The 2023 CRP also consisted of a severance package that included a cash severance payment and payments to cover the employer premiums and administration fees for continuation of healthcare coverage for a limited period. The severance package, in some cases, also included an acceleration of the vesting of certain outstanding restricted stock units and stock options to affected employees.

Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes a general release of claims against the Company. As of December 31, 2023, all of the charges have been paid.

In connection with the 2023 CRP, the Company recorded restructuring charges of $14.5 million during the year ended December 31, 2023 related to one-time termination benefits.

The following table summarizes the total amount incurred and accrued related to restructuring activities:


	Year Ended December 31,
	2023		2022
Accrued restructuring, beginning balance	$	—	$	—
Restructuring charges incurred during the period	14,500		2,020
Cash payments	(13,951)		(2,020)
Non-cash settlements and other adjustments	(549)		—
Accrued restructuring, ending balance	$	—	$	—

2024 Cost Reduction Plan

On January 4, 2024, and January 25, 2024, the Company implemented new cost reduction plans (the “2024 CRP”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the 2024 CRP following a review of the Company’s business and operating expenses. The 2024 CRP is intended to reduce the Company’s cost structure and improve its operational efficiency beyond the expected cost savings of the cost reduction plans announced related to the 2023 CRP.

The 2024 CRP will include a reduction in the Company’s employee base. In connection with the CRP, the Company estimates that it will record an aggregate restructuring charge related to one-time termination benefits in the range of approximately $5.3 million to $6.8 million. The substantial majority of these charges will result in cash expenditures.

Cash expenditures in connection with the 2024 CRP consist of payments for salary, benefits, and unused paid time off for the affected employees. The 2024 CRP will also consist of a severance package that includes a cash severance payment and payments to cover the employer premiums and administration fees for continuation of healthcare coverage for a limited period. The severance package, in some cases, may also include an acceleration of the vesting of certain outstanding restricted stock units to affected employees, and in connection therewith, the Company estimates that it will incur non-cash charges of approximately $0.1 million.

Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes a general release of claims against the Company. The Company expects payments relating to the 2024 CRP to be completed by the end of the third quarter of 2024.

Standby Letters of Credit

The Company is party to certain commercial letters of credit. The 2022 Revolving Facility Agreement provides for a $100.0 million secured revolving credit facility, with a $20.0 million letter of credit subfacility. As of December 31, 2023, there were $0.5 million aggregate face amount of letters of credit outstanding under the 2022 Revolving Facility Agreement.

Restricted Cash

In November 2021, $0.8 million of cash was restricted in relation to a customs surety on international imports which remains restricted as of December 31, 2023.

Purchase Commitments

Purchase commitments are comprised of the Company’s commitments for goods and services in the normal course of business. These purchase commitments relate to goods and services which have not yet been delivered or performed and therefore have not been reflected in our consolidated balance sheets and consolidated statements of operations. These commitments typically become due after the delivery and completion of such goods or services. Net losses on firm purchase commitments were $0, $8.0 million and $0 for the years ended December 31, 2023, 2022 and 2021, respectively.

Legal Proceedings

On May 5, 2023, Sanmina Corporation (“Sanmina”), a contract manufacturer, filed a complaint against us in the Superior Court of California, Santa Clara County. Sanmina alleges breach of contract, breach of implied covenant of good faith and fair dealing and promissory estoppel. In connection with this allegation, in March 2023, Sanmina unilaterally drew against a $12.0 million collateralized letter of credit with Sanmina (the “Letter of Credit”) that we had posted as a partial security for our obligations under our agreement with Sanmina, and which we have recorded as cost of product revenue. Sanmina is seeking damages in the amount of approximately $24.2 million. We believe the claims are without merit, and we dispute both the incurrence of the costs alleged and that Sanmina lawfully drew on the Letter of Credit. We intend to defend ourselves vigorously and on July 25, 2023, we filed a cross-complaint alleging, among other claims, that Sanmina is in breach of contract for improperly over-ordering components and we are seeking recovery of wrongfully retained funds, components, and manufacturing equipment rightfully due to us.

Legal fees and expenses are expensed as incurred.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Capitalized Implementation Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Capitalized implementation costs	$ 10,702	$ 10,265
Accumulated amortization expense	(8,178)	(4,348)
Cloud computing arrangement, net	$ 2,524	$ 5,917

INVENTORIES - Inventory Reserves (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory Reserves [Roll Forward]
Balance at beginning of year	$ 43,194	$ 25,494	$ 2,668	$ 789
Provision for inventory reserve	25,616	56,242	2,519
Write-offs	(7,916)	(33,416)	(640)
Balance at end of year	$ 43,194	$ 25,494	$ 2,668

LEASES

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

The Company leases real estate and manufacturing and laboratory equipment which are used in the Company’s manufacturing, research and development, and administrative activities. The Company identifies a contract that contains a lease as one which conveys a right, either explicitly or implicitly, to control the use of an identified asset in exchange for consideration. These arrangements are classified as finance leases and operating leases. Finance leases consist of laboratory and manufacturing equipment with remaining terms less than one year. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from one year to eight years.

A summary of the Company’s material leases is as follows:

Waples Lease. In June 2020, the Company entered into an agreement to lease a building to be used as manufacturing facility in San Diego, California (“Waples Lease”). The Waples Lease has an initial term of ten years with two renewal options to extend the lease, each for an additional five years, which the Company is not reasonably certain to exercise. The Waples Lease commenced in May 2021 when the Company was granted a temporary certificate of occupancy to begin installation of manufacturing equipment. The Company paid $12.5 million for landlord-owned

improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $32.4 million and operating lease liabilities of $19.9 million related to the Waples Lease as of the commencement date.

Vista Lease. In October 2020, the Company entered into an agreement to lease a building to be used as a manufacturing facility in Vista, California (“Vista Lease”). The Vista Lease has an initial term of five years with two renewal options to extend the lease, each for an additional five years. The Company is reasonably certain to exercise one renewal option to extend the lease term for an additional five years and is not reasonably certain to exercise the second renewal option. The Vista Lease commenced in January 2021 when the Company was permitted to install its tenant improvements and manufacturing equipment. The Company paid $3.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $20.5 million and operating lease liabilities of $17.1 million related to the Vista Lease as of the commencement date.

The right-of-use assets and lease liabilities recognized on the Company’s consolidated balance sheets as of December 31, 2023 and 2022 were as follows:


		December 31,
	Balance Sheet Location	2023		2022
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	78,519	$	85,321
Right-of-use assets finance leases	Property and equipment, net	4,844		7,264
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	5,142		7,739
Finance lease liabilities (current)	Finance lease liabilities, current	1,157		2,362
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	41,640		44,045
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	—		849

The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Operating lease cost	$	12,062	$	11,474	$	7,983
Finance lease cost:
Amortization of right-of-use assets	2,420		2,557		1,854
Interest on lease liabilities	59		168		218
Total lease cost	$	14,541	$	14,199	$	10,055

As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2024	$	7,591	$	1,163
2025	7,783		—
2026	8,066		—
2027	8,153		—
2028	7,585		—
Thereafter	17,472		—
Total lease payments	56,650		1,163
Less: Imputed interest	(9,868)		(6)
Total	$	46,782	$	1,157

The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,526	$	16,105	$	20,867
Operating cash flows from finance leases	$	59	$	168	$	218
Financing cash flows from finance leases	$	2,113	$	2,849	$	2,124

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows:


	December 31, 2023		December 31, 2022
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	7.0	0.6	8.0	1.3
Weighted-average discount rate	5.7%	2.5%	5.7%	3.4%

Sublease

In November 2023, the Company entered into a sublease agreement with a third party to lease office space under an existing operating lease for a term of 26 months. The Company presents sublease income separately from the lease expense associated with the head lease (gross presentation), as the arrangement does not meet the criteria for contract combination. The sublease has been classified as an operating lease, and income from the sublease is recognized on a straight-line basis over the lease term which is in other income (expense), net. Sublease income was not significant for the year-ended December 31, 2023.

Lease Termination

In February 2024, the Company entered into an agreement to assign the rights and liability of one of our manufacturing facility operating leases to a third party. As of December 31, 2023, the operating lease has a right-of-use asset of $2.0 million and a lease liability of $2.7 million with a remaining term through 2027. As part of the agreement, the Company will pay the assignee $0.6 million over six months starting from the date of assignment.

LEASES

A summary of the Company’s material leases is as follows:

The right-of-use assets and lease liabilities recognized on the Company’s consolidated balance sheets as of December 31, 2023 and 2022 were as follows:


		December 31,
	Balance Sheet Location	2023		2022
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	78,519	$	85,321
Right-of-use assets finance leases	Property and equipment, net	4,844		7,264
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	5,142		7,739
Finance lease liabilities (current)	Finance lease liabilities, current	1,157		2,362
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	41,640		44,045
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	—		849

The components of lease cost for the years ended December 31, 2023, 2022, and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Operating lease cost	$	12,062	$	11,474	$	7,983
Finance lease cost:
Amortization of right-of-use assets	2,420		2,557		1,854
Interest on lease liabilities	59		168		218
Total lease cost	$	14,541	$	14,199	$	10,055

As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2024	$	7,591	$	1,163
2025	7,783		—
2026	8,066		—
2027	8,153		—
2028	7,585		—
Thereafter	17,472		—
Total lease payments	56,650		1,163
Less: Imputed interest	(9,868)		(6)
Total	$	46,782	$	1,157

The supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 was as follows:


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,526	$	16,105	$	20,867
Operating cash flows from finance leases	$	59	$	168	$	218
Financing cash flows from finance leases	$	2,113	$	2,849	$	2,124

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2023 and 2022 was as follows:


	December 31, 2023		December 31, 2022
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	7.0	0.6	8.0	1.3
Weighted-average discount rate	5.7%	2.5%	5.7%	3.4%

Sublease

Lease Termination

DEBT (Details)			1 Months Ended			12 Months Ended
DEBT (Details)	Jun. 30, 2022 USD ($)	Sep. 28, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	May 31, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 01, 2022
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ 0	$ 0	$ 1,998,000
Conversion of convertible notes		$ 297,800,000				0	$ 0	297,792,000
IPO
Debt Instrument [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 16.00
May 2021 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount		$ 235,500,000		$ 235,500,000
Debt issuance costs, gross				$ 6,000,000
Debt instrument, interest rate, stated percentage (as a percent)				3.00%					9.00%
Debt instrument, initial interest rate period (in months)				12 months
Fair value adjustment loss on debt								59,600,000
Accrued interest		$ 2,800,000
Debt instrument, convertible, number of equity instruments (in shares) \| shares		18,611,914
Debt instrument, convertible, conversion discount period one (as a percent)		20.00%
Long-term debt								0
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 0
Debt covenant, percent of eligible accounts receivable less sales tax liability (as a percent)	80.00%
Revolving Credit Facility \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Asset coverage ratio	1.20
Revolving Credit Facility \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Asset coverage ratio	1.00
Revolving Credit Facility \| Revolving Credit Agreement \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage (as a percent)	3.50%
Prepayment fee (as a percent)	1.00%
Commitment fee (as a percent)	0.25%
Interest rate, increase (as a percent)						2.00%
Revolving Credit Facility \| Revolving Credit Agreement \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Current ratio						1.20
Revolving Credit Facility \| Revolving Credit Agreement \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Current ratio						1.00
Revolving Credit Facility \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 130,000,000
Repayments of lines of credit				$ 63,200,000
Debt extinguishment, fee			$ 1,300,000
Write off of deferred debt issuance cost								700,000
Loss on extinguishment of debt								$ 2,000,000
Revolving Credit Facility \| 2015 Credit Agreement \| Comerica Bank \| Line of Credit
Debt Instrument [Line Items]
Extinguishment of debt, amount					5,400,000
Revolving Credit Facility \| Secured Revolving Facility Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100,000,000					$ 100,000,000
Letter of Credit \| Revolving Credit Agreement
Debt Instrument [Line Items]
Letters of credit outstanding						500,000
Letter of Credit \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 20,000,000
Letter of Credit \| Secured Revolving Facility Agreement \| Line of Credit
Debt Instrument [Line Items]
Deferred financing cost	$ 600,000
Deferred financing costs amortization period	2 years
Letter of Credit \| Secured Revolving Facility Agreement \| East West Bank
Debt Instrument [Line Items]
Remaining borrowing capacity						78,200,000
Letter of Credit \| Secured Revolving Facility Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 20,000,000					$ 20,000,000

REVENUE - Narrative (Details) - USD ($)	1 Months Ended						3 Months Ended	12 Months Ended
REVENUE - Narrative (Details) - USD ($)	Feb. 29, 2024	Aug. 31, 2023	Dec. 31, 2021	Oct. 31, 2020	May 31, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018	Jun. 01, 2023	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue								$ 70,936,000	$ 483,476,000	$ 618,107,000
Deferred revenue recognized								1,566,000	92,448,000	90,648,000
Deferred revenue			$ 92,448,000				$ 1,566,000	162,000	1,566,000	92,448,000			$ 183,096,000
Net contract assets			1,100,000				300,000	300,000	300,000	1,100,000
Receivables Purchase Agreement
Disaggregation of Revenue [Line Items]
Receivable purchase agreement, amount authorized												$ 20,000,000
Proceeds from sale of receivables								$ 9,100,000	0
Receivables Purchase Agreement \| Minimum
Disaggregation of Revenue [Line Items]
Debt instrument, interest rate, stated percentage (as a percent)								5.50%
United States Department Of Defense
Disaggregation of Revenue [Line Items]
Deferred revenue recognized							92,400,000
Deferred revenue			89,800,000				$ 0	$ 0	0	89,800,000
Biomedical Advanced Research And Development Authority (BARDA)
Disaggregation of Revenue [Line Items]
Agreement value					$ 21,800,000						$ 14,000,000.0
Option exercised additional contract value						$ 13,700,000
Increase in agreement value			$ 800,000
Biomedical Advanced Research And Development Authority (BARDA) \| Subsequent Event
Disaggregation of Revenue [Line Items]
Increase in agreement value	$ 600,000
Service
Disaggregation of Revenue [Line Items]
Revenue								2,500,000	8,000,000	500,000
Product
Disaggregation of Revenue [Line Items]
Revenue								64,223,000	474,166,000	615,796,000
Product \| United States Department Of Defense \| Cue COVID-19 Test
Disaggregation of Revenue [Line Items]
Agreement value				$ 480,900,000
Grant And Other Revenue
Disaggregation of Revenue [Line Items]
Revenue								6,713,000	9,310,000	2,311,000
Grant And Other Revenue \| Biomedical Advanced Research And Development Authority (BARDA)
Disaggregation of Revenue [Line Items]
Revenue								$ 6,300,000	$ 9,100,000	$ 2,200,000
Agreement value		$ 28,300,000

LEASES - Narrative (Details) $ in Thousands	1 Months Ended			7 Months Ended
LEASES - Narrative (Details) $ in Thousands	Nov. 30, 2023	Oct. 31, 2020 USD ($) leaseRenewalOption	Jun. 30, 2020 USD ($)	Aug. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 31, 2021 USD ($) leaseRenewalOption
Lessee, Lease, Description [Line Items]
Lessee, operating sublease term (in months)	26 months
Right-of-use assets operating leases					$ 78,519	$ 85,321
Operating lease liability					46,782
Third Party Assigned Rights and Liability
Lessee, Lease, Description [Line Items]
Right-of-use assets operating leases					2,000
Operating lease liability					$ 2,700
Third Party Assigned Rights and Liability \| Forecast
Lessee, Lease, Description [Line Items]
Operating lease, termination payments				$ 600
Operating lease, termination, payment period				6 months
Minimum
Lessee, Lease, Description [Line Items]
Finance lease, remaining lease term (in years)					1 year
Operating lease, remaining lease term (in years)					1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term (in years)					8 years
San Diego, California
Lessee, Lease, Description [Line Items]
Term of contract							10 years
Number of renewal options \| leaseRenewalOption							2
Renewal term (in years)							5 years
Payment for improvements			$ 12,500
Right-of-use assets operating leases							$ 32,400
Operating lease liability							$ 19,900
Vista, California
Lessee, Lease, Description [Line Items]
Term of contract		5 years
Number of renewal options \| leaseRenewalOption		2
Renewal term (in years)		5 years
Payment for improvements		$ 3,500
Right-of-use assets operating leases		20,500
Operating lease liability		$ 17,100

FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Company’s Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
U.S. Treasury
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 15,211	$ 90,029
U.S. Treasury \| Quoted prices in active markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	15,211	90,029
U.S. Treasury \| Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	0	0
U.S. Treasury \| Significant unobservable inputs (level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	0	0
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	11,068	25,288
Money market funds \| Quoted prices in active markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	11,068	25,288
Money market funds \| Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	0	0
Money market funds \| Significant unobservable inputs (level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 0	$ 0

INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Net Income (Loss) Per Share, Basic and Diluted

The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share:


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net (loss) income	$	(373,464)	$	(194,056)	$	86,418
Less: Income allocated to participating securities	—		—		53,310
Net (loss) income attributable to common stockholders – basic	(373,464)		(194,056)		33,108

Plus: Income allocated to non-participating securities	—		—		2,285
Net (loss) income attributable to common stockholders - diluted	$	(373,464)	$	(194,056)	$	35,393

Denominator:
Basic weighted-average common shares outstanding	152,877,306		148,024,749		52,815,449
Dilutive potential common stock issuable:
Common stock warrants	—		—		81,517
Preferred stock warrants	—		—		37,074
Stock options	—		—		6,631,061
Restricted stock units	—		—		70,283
Diluted weighted-average shares outstanding	152,877,306		148,024,749		59,635,384

Net (loss) income attributable to common stockholders per share
Basic	$	(2.44)	$	(1.31)	$	0.63
Diluted	$	(2.44)	$	(1.31)	$	0.59

Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share

Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares):


	Year Ended December 31,
	2023	2022	2021

Stock options	8,723,411	7,102,853	2,724,654

Restricted stock units	16,771,708	18,681,701	10,556,767


Common stock warrants	75,744	75,744	75,744

ESPP – shares assumed to be repurchased	3,209,526	473,080	—
Total	28,780,389	26,333,378	13,357,165

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Going Concern (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accumulated deficit	$ 591,538	$ 218,074

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company’s effective income tax rate for the year ended December 31, 2023 was a benefit of (1.3)% compared to expense of 4.8% in the corresponding period in the prior year.

The following table presents income (loss) before income taxes for the periods indicated:


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(369,519)	$	(203,819)	$	119,177
Foreign	848		15		—
Net income (loss) before income taxes	$	(368,671)	$	(203,804)	$	119,177

Components of income tax expense (benefit) were as follows:


	Year Ended December 31,
	2023		2022		2021
Current:
U.S. federal	$	2,550	$	(4,860)	$	9,483
State	1,998		(1,425)		19,808
Foreign	245		5		—
Deferred:
U.S. federal	—		(3,468)		3,468


Total income tax (benefit) expense	$	4,793	$	(9,748)	$	32,759

The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows:


	2023		2022		2021
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal tax benefit	4.4	%	4.1	%	7.4	%

Permanent differences	(0.3)	%	0.2	%	(0.5)	%
Change in valuation allowance	(22.7)	%	(17.7)	%	(15.9)	%
Tax credits	1.4	%	3.5	%	(1.5)	%
Non-deductible convertible note adjustments	—	%	—	%	14.1	%
Sec. 162(m) limitation	—	%	(3.8)	%	2.8	%
Uncertain tax position reserves	(0.9)	%	0.3	%	1.3	%
Stock-based compensation	(3.4)	%	(1.9)	%	(1.5)	%
Tax rate change	(0.4)	%	(1.4)	%	—	%
Other	(0.3)	%	0.5	%	0.3	%
Effective tax rate	(1.3)	%	4.8	%	27.5	%

The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. federal and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the projected future taxable income, scheduled reversals of deferred tax liabilities, prudent tax planning strategies, and recent financial operations. The evaluation of this evidence requires significant judgement about the forecasts of future taxable income, based on the plans and estimates we are using to manage the underlying business.

The net change in total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $83.6 million and an increase of $36.0 million, respectively. The $65.4 million net increase in the valuation allowance during 2023 is primarily due to taxable loss generated in the U.S. in 2023 and the requirement of Section 174 capitalization

for U.S. federal tax purposes. The valuation allowance for U.S. state deferred tax assets increased by $18.1 million due to the U.S taxable loss. The $36.0 million net increase in 2022 was primarily due to taxable loss generated in the U.S. and the requirement of Section 174 capitalization for United States federal tax purposes.

The significant components of deferred income taxes were as follows:


	2023		2022
Deferred tax assets:
Net operating losses	$	74,992	$	19,175
Research and development credits	6,288		3,508
Operating lease liabilities	11,949		13,010
Share-based compensation	5,804		6,836
Accruals and reserves	19,759		21,351
Capitalized R&D expenses	25,855		24,220
Depreciation and amortization	8,278		—

Other	117		747
Gross deferred tax assets	153,042		88,847

Deferred tax liabilities:
Operating right-of-use assets	19,803		21,437
Depreciation and amortization	—		17,752

Gross deferred tax liabilities	19,803		39,189

Gross deferred tax assets/(liabilities)	133,239		49,658
Valuation allowance	(133,239)		(49,658)
Net deferred tax asset/(liabilities)	$	—	$	—

As of December 31, 2023, the Company has U.S. federal and state net operating loss ("NOL") carryforwards of $258.5 million and $404.6 million, respectively. The federal NOL carryforwards generated in pre-2018 tax years of $5.8 million will begin to expire in 2037 while federal NOLs generated after 2017 of $252.7 million will carryforward indefinitely. The state NOL carryforwards of $404.6 million will begin to expire in 2032 unless previously utilized. At December 31, 2023, the Company also had federal research tax credit carryforwards of $4.5 million. The federal research tax credit carryforwards begin to expire in 2032, if not utilized. At December 31, 2023, the Company also had various California state tax credit carryforwards of $4.3 million which do not expire.

The above NOL carryforward and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, the Code, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has completed a Section 382/383 analysis through December 31, 2023, concluding that actual ownership changes occurred in 2014 and 2018 and has appropriately limited its use of the NOLs based upon the requirements of section 382/383. If a subsequent change in ownership were to occur, additional NOL and tax credit carryforwards could be subject to future limitations or expire unutilized. If limited, the related asset would be removed from the deferred tax asset schedule and may impact the Company’s effective tax rate. As of December 31, 2023, the Company has $9.7 million of federal net operating losses and $29.9 million of state NOLs subject to limitations related to the utilization under Section 382 of the Code. As of December 31, 2023, the Company has $0.8 million of federal tax credit carryforwards subject to limitations related to the utilization under Section 383 of the Code.

The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by

authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows:


	2023		2022		2021
Balance at January 1	$	2,705	$	3,405	$	1,045
Increases related to prior year tax positions, net	864		—		1,360
Reductions based on tax positions related to prior years	—		(1,673)		—
Increases related to current year tax positions	2,298		973		1,000
Balance at December 31	$	5,867	$	2,705	$	3,405

As of December 31, 2023, the Company has approximately $5.9 million of unrecognized tax benefits of which $4.1 million would affect the Company's effective tax rate if recognized. As of December 31, 2023 and 2022, the Company recorded approximately $0.3 million and $0.4 million interest and penalties related to unrecognized tax benefits, respectively. The Company does not expect any significant changes in its tax positions that would warrant recognition of a liability for unrecognized income tax benefits during the next 12 months.

The Company’s United States federal and state income tax returns are subject to tax examination by U.S. federal and state tax authorities for tax years within the statute of limitations. All tax carryforwards are subject to adjustment until the statute closes on the year the carryforwards are eventually utilized. The statute remains open on tax carryforwards generated and utilized as of December 31, 2023 for the 2012 and subsequent tax years.

On August 16, 2022, the Inflation Reduction Act (the IRA) was signed into law in the U.S. Among other changes, the IRA introduced a corporate minimum tax on certain corporations with average adjusted financial statement income over a three-tax year period in excess of $1.0 billion and an excise tax on certain stock repurchases by certain covered corporations for taxable years beginning after December 31, 2022 and several tax incentives to promote clean energy. Based on our current analysis and pending future guidance to be issued by Treasury, we do not believe these provisions will have a material impact on our consolidated financial statements.

In April 2021, the Company was awarded a California Competes Tax Credit (“CCTC”) totaling $20.0 million for a five-year agreement. The CCTC is a competitive income tax credit available to businesses across various industries that want to locate or expand in California. The CCTC can offset California corporate income tax liability and is non-refundable. The credit is allocated in equal increments of $4.0 million over five years for a total of $20.0 million as documented in the CCTC Agreement. The Agreement covers tax years 2021-2025 and is awarded upon successful completion of milestones each year. The credit is earned on an annual basis and certain milestones are required to be achieved. Each annual milestone reflects a required minimum of new jobs in California which must be maintained for three years in order to retain the credit for each individual year earned. If the milestones are not met during the three year period, the Company forfeits the credit for that year and must amend any return on which credits were used to offset income tax and repay the amount of credit actually used. If the credit earned in a given year exceeds the Company’s California corporate income tax liability, the balance can be carried over for up to six years if necessary, until exhausted. As of December 31, 2023, the Company anticipates it may not meet the CCTC employment milestones, and has reflected the tax impact in the consolidated financial statements.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
U.S. federal	$ 2,550	$ (4,860)	$ 9,483
State	1,998	(1,425)	19,808
Foreign	245	5	0
Deferred:
U.S. federal	0	(3,468)	3,468
Income tax expense (benefit)	$ 4,793	$ (9,748)	$ 32,759

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 80,889	$ 241,530
Restricted cash	800	800
Accounts receivable, net of allowance for credit losses ($22 and $2,311, respectively)	1,352	18,751
Inventories, net - current	14,039	82,210
Prepaid expenses	8,479	15,728
Other current assets	4,803	12,134
Total current assets	110,362	371,153
Non-current inventories	56,273	25,436
Property and equipment, net	72,096	189,275
Right-of-use assets operating leases	78,519	85,321
Intangible assets, net	19,644	16,867
Other non-current assets	2,893	6,528
Total assets	339,787	694,580
Current liabilities:
Accounts payable	7,705	7,150
Accrued liabilities and other current liabilities	29,300	52,378
Deferred revenue, current	162	1,566
Operating lease liabilities, current	5,142	7,739
Finance lease liabilities, current	1,157	2,362
Total current liabilities	43,466	71,195
Operating leases liabilities, net of current portion	41,640	44,045
Finance lease liabilities, net of current portion	0	849
Other non-current liabilities	4,429	1,997
Total liabilities	89,535	118,086
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.00001 par value; 500,000,000 and 500,000,000 shares authorized, 155,304,764 and 150,406,014 issued and outstanding at December 31, 2023 and December 31, 2022, respectively	2	1
Additional paid-in-capital	841,788	794,567
Accumulated deficit	(591,538)	(218,074)
Total stockholders’ equity	250,252	576,494
Total liabilities and stockholders’ equity	$ 339,787	$ 694,580

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 04, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40824
Entity Registrant Name	Cue Health Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1562193
Entity Address, Address Line One	4980 Carroll Canyon Rd
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	412-8151
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	HLTH
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction Flag	false
Entity Shell Company	false
Entity Public Float			$ 50
Entity Common Stock, Shares Outstanding		158,516,303
Documents Incorporated by Reference	The information required to be included in Part III of this Annual Report on Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K.
Entity Central Index Key	0001628945
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Total Amount Incurred and Accrued Related to Restructuring Activities

The following table summarizes the total amount incurred and accrued related to restructuring activities:


	Year Ended December 31,
	2023		2022
Accrued restructuring, beginning balance	$	—	$	—
Restructuring charges incurred during the period	14,500		2,020
Cash payments	(13,951)		(2,020)
Non-cash settlements and other adjustments	(549)		—
Accrued restructuring, ending balance	$	—	$	—

STOCKHOLDERS’ EQUITY - Summary of RSU and Performance-Vesting RSUs Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted stock units
Underlying Shares
Outstanding, beginning balance (in shares)		18,681,701	11,264,235	0
Granted (in shares)		9,932,451	11,939,035	11,584,681
Vested (in shares)		(5,366,322)	(3,329,057)	(193,933)
Forfeited (in shares)		(6,476,122)	(1,192,512)	(126,513)
Outstanding, ending balance (in shares)		16,771,708	18,681,701	11,264,235
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 9.51	$ 14.62	$ 0
Granted (in dollars per share)		1.61	5.97	14.65
Vested (in dollars per share)		7.12	13.30	15.65
Forfeited (in dollars per share)		7.61	11.67	16.00
Outstanding, ending balance (in dollars per share)		$ 6.33	$ 9.51	$ 14.62
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 177,739	$ 164,656	$ 0
Granted		15,965	71,276	169,716
Vested		(38,207)	(44,276)	(3,036)
Forfeited		(49,290)	(13,917)	(2,024)
Aggregate fair value, ending balance		$ 106,207	$ 177,739	$ 164,656
Market-Based Performance-Vesting RSUs
Underlying Shares
Outstanding, beginning balance (in shares)		3,335,300	3,335,300	0
Granted (in shares)	3,335,300	0	0	3,335,300
Vested (in shares)		0	0	0
Forfeited (in shares)		0	0	0
Outstanding, ending balance (in shares)		3,335,300	3,335,300	3,335,300
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 12.82	$ 12.82	$ 0
Granted (in dollars per share)		0	0	12.82
Vested (in dollars per share)		0	0	0
Forfeited (in dollars per share)		0	0	0
Outstanding, ending balance (in dollars per share)		$ 12.82	$ 12.82	$ 12.82
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 42,759	$ 42,759	$ 0
Granted		0	0	42,759
Vested		0	0	0
Forfeited		0	0	0
Aggregate fair value, ending balance		$ 42,759	$ 42,759	$ 42,759
Operations-Based Performance-Vesting RSUs
Underlying Shares
Outstanding, beginning balance (in shares)		798,635	1,597,272	0
Granted (in shares)	1,597,272	266,212	0	1,597,272
Vested (in shares)		0	(532,424)	0
Forfeited (in shares)		(1,064,847)	(266,213)	0
Outstanding, ending balance (in shares)		0	798,635	1,597,272
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 16.00	$ 16.00	$ 0
Granted (in dollars per share)		2.48	0	16.00
Vested (in dollars per share)		0	16.00	0
Forfeited (in dollars per share)		12.62	16.00	0
Outstanding, ending balance (in dollars per share)		$ 0	$ 16.00	$ 16.00
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 12,778	$ 25,556	$ 0
Granted		660	0	25,556
Vested		0	(8,519)	0
Forfeited		(13,438)	(4,259)	0
Aggregate fair value, ending balance		$ 0	$ 12,778	$ 25,556

PREPAID EXPENSES

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES

As of December 31, 2023 and 2022, the Company’s prepaid expenses consisted of the following:


	December 31,
	2023		2022
Prepaid expense	$	7,310	$	11,523
Prepaid inventory	1,169		4,205
Total prepaid expenses	$	8,479	$	15,728

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	4 years
Expected dividend yield	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

As of December 31, 2023 and 2022, the Company’s inventories consisted of the following:


	December 31,
	2023		2022
Raw materials	$	70,358	$	80,968
Work-in-process	5,325		14,305
Finished goods	37,823		37,867
Reserve	(43,194)		(25,494)
Total inventories	70,312		107,646
Non-current inventories	(56,273)		(25,436)
Total inventories, current	$	14,039	$	82,210

Schedule of Inventory Reserves

As of December 31, 2023, 2022, and 2021, the inventories reserve consists of the following activity:


	December 31,
	2023		2022		2021
Balance at beginning of year	$	25,494	$	2,668	$	789
Provision for inventory reserve	25,616		56,242		2,519
Write-offs	(7,916)		(33,416)		(640)
Balance at end of year	$	43,194	$	25,494	$	2,668

STOCKHOLDERS’ EQUITY - Summary of Company's Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Options
Outstanding at beginning of period (in shares)	7,102,853	9,163,160	8,344,752
Granted (in shares)	3,473,387	0	2,965,821
Exercised (in shares)	(169,515)	(1,751,321)	(1,713,054)
Forfeited (in shares)	(1,295,082)	(197,710)	(367,317)
Expired (in shares)	(388,232)	(111,276)	(67,042)
Outstanding at end of period (in shares)	8,723,411	7,102,853	9,163,160	8,344,752
Weighted Average Exercise Price
Outstanding at end of period (in dollars per share)	$ 3.67	$ 5.92	$ 5.13	$ 0.61
Granted (in dollars per share)	2.15	0	15.61
Exercised (in dollars per share)	0.66	0.50	0.31
Forfeited (in dollars per share)	10.23	12.40	10.58
Expired (in dollars per share)	10.56	14.25	0.36
Outstanding at beginning of period (in dollars per share)	$ 5.92	$ 5.13	$ 0.61
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options, exercisable (in shares)	6,219,296
Options, vested and expected to vest (in shares)	8,723,411
Weighted average exercise price, exercisable (in dollars per share)	$ 3.99
Weighted average exercise price, vested and expected to vest (in dollars per share)	$ 3.67
Weighted average remaining contractual term (years), outstanding	6 years 6 months	6 years 4 months 24 days	6 years 10 months 24 days	6 years 4 months 24 days
Weighted average remaining contractual term (years), exercisable	5 years 6 months
Weighted average remaining contractual term (years), vested and expected to vest	6 years 6 months

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Payments of stock issuance costs			$ 24.0
Exercise of common stock options, including ESPP activity (in shares)	1,299,053,000	147,463,000

INVENTORIES

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

As of December 31, 2023 and 2022, the Company’s inventories consisted of the following:


	December 31,
	2023		2022
Raw materials	$	70,358	$	80,968
Work-in-process	5,325		14,305
Finished goods	37,823		37,867
Reserve	(43,194)		(25,494)
Total inventories	70,312		107,646
Non-current inventories	(56,273)		(25,436)
Total inventories, current	$	14,039	$	82,210

As of December 31, 2023, 2022, and 2021, the inventories reserve consists of the following activity:


	December 31,
	2023		2022		2021
Balance at beginning of year	$	25,494	$	2,668	$	789
Provision for inventory reserve	25,616		56,242		2,519
Write-offs	(7,916)		(33,416)		(640)
Balance at end of year	$	43,194	$	25,494	$	2,668

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Disaggregation of product revenue by type of customer for the years ended December 31, 2023, 2022, and 2021 respectively:


	Year Ended December 31,
	2023		2022		2021
Private sector customers	$	62,586	$	374,467	$	232,838
Public sector entities	1,637		99,699		382,958
Total product revenue	$	64,223	$	474,166	$	615,796

The following table sets forth the Company’s product gross (loss) profit and product gross (loss) profit margin for the years ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
	2023			2022			2021
Product revenue	$	64,223		$	474,166		$	615,796
Cost of product revenue	127,091			329,973			276,542
Product gross (loss) profit	$	(62,868)		$	144,193		$	339,254
Product gross (loss) profit margin	(98)		%	30		%	55		%

Schedule of Contract Liabilities

The activity related to contract liabilities for the years ended December 31, 2023 2022, and 2021, is as follows:


	Amount
Balance at January 1, 2021	$	183,096
Revenue recognized related to contract liability balance at the beginning of the period	(90,648)
Balance at December 31, 2021	92,448
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period	1,566
Revenue recognized related to contract liability balance at the beginning of the period	(92,448)
Balance at December 31, 2022	1,566
Unearned revenue from cash received during the period, excluding amounts recognized as revenue during the period	162
Revenue recognized related to contract liability balance at the beginning of the period	(1,566)
Balance at December 31, 2023	$	162

Schedule of Allowance for Credit Loss

The activity related to the allowance for credit losses for the years ended December 31, 2023 and 2022 is as follows:


	Year Ended December 31,
	2023		2022		2021
Allowance for credit losses, beginning balance	$	2,311	$	318	$	—
Provision for credit losses, net of recoveries	(320)		2,019		318
Write-offs	(1,969)		(26)		—
Allowance for credit losses, ending balance	$	22	$	2,311	$	318

LEASES - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Right-of-use assets operating leases	$ 78,519	$ 85,321
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Right-of-use assets finance leases	$ 4,844	$ 7,264
Operating lease liabilities (current)	5,142	7,739
Finance lease liabilities (current)	1,157	2,362
Operating lease liabilities (non-current)	41,640	44,045
Finance lease liabilities (non-current)	$ 0	$ 849

PREPAID EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expense	$ 7,310	$ 11,523
Prepaid inventory	1,169	4,205
Total prepaid expenses	$ 8,479	$ 15,728

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Cloud Computing Arrangements (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Amortization expense	$ 3.8	$ 4.0	$ 0.3

PREPAID EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses

As of December 31, 2023 and 2022, the Company’s prepaid expenses consisted of the following:


	December 31,
	2023		2022
Prepaid expense	$	7,310	$	11,523
Prepaid inventory	1,169		4,205
Total prepaid expenses	$	8,479	$	15,728

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items.

The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy:


December 31, 2023	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (level 3)
Assets
Cash and cash equivalents:
U.S. Treasury	$	15,211	$	15,211	$	—	$	—
Money market funds	$	11,068	$	11,068	$	—	$	—


December 31, 2022	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (level 3)
Assets
Cash and cash equivalents:
U.S. Treasury	$	90,029	$	90,029	$	—	$	—
Money market funds	$	25,288	$	25,288	$	—	$	—

The U.S. Treasury securities and money market funds are Level 1 securities that are traded by dealers or brokers in active over-the-counter markets. There were no transfers between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the years ended December 31, 2023 and 2022. Interest and dividend income on U.S. Treasury securities and money market funds are recorded in interest income.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Deferred Offering Costs (Details)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Deferred offering costs	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Redeemable Convertible Preferred Stock (Details)	1 Months Ended
	Sep. 30, 2021 shares
Redeemable Convertible Preferred Stock Converted into Common Stock
Debt Instrument [Line Items]
Conversion of redeemable convertible preferred stock (in shares)	83,605,947

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7 years
Computers and software			3-5 years

As of December 31, 2023 and 2022, the Company’s property and equipment, net consisted of the following:


	December 31,
	2023		2022
Construction in progress	$	2,114	$	32,412
Machinery and equipment	114,747		214,702
Leasehold improvements	24,214		23,233
Furniture and fixtures	2,013		1,883
Property and equipment	143,088		272,230
Accumulated depreciation and amortization	(70,992)		(82,955)
Total property and equipment, net	$	72,096	$	189,275

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Concentration of Credit Risk and Other Risk and Uncertainties (Details) - supplier	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Number of suppliers for certain components	3
Customer One \| Revenue Benchmark \| Customer Concentration Risk \| Product
Concentration Risk [Line Items]
Concentration risk (as a percent)	57.00%	54.00%	62.00%
Customer One \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	27.00%	54.00%
Customer Two \| Revenue Benchmark \| Customer Concentration Risk \| Product
Concentration Risk [Line Items]
Concentration risk (as a percent)		20.00%	25.00%
Customer Two \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	20.00%
Customer Three \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	14.00%

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

As of December 31, 2023, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	31,551	$	(13,340)	$	18,211
Other	920		(307)		613
Intangible assets, net	32,471		(13,647)		18,824
In-process software development	820		—		820
Total intangible assets	$	33,291	$	(13,647)	$	19,644

As of December 31, 2022, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	19,052	$	(5,724)	$	13,328

Intangible assets, net	19,052		(5,724)		13,328
In-process software development	3,539		—		3,539
Total intangible assets	$	22,591	$	(5,724)	$	16,867

Schedule of Indefinite-Lived Intangible Assets

As of December 31, 2023, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	31,551	$	(13,340)	$	18,211
Other	920		(307)		613
Intangible assets, net	32,471		(13,647)		18,824
In-process software development	820		—		820
Total intangible assets	$	33,291	$	(13,647)	$	19,644

As of December 31, 2022, the Company’s intangible assets consisted of the following:


	Gross Amount		Accumulated Amortization		Net Carrying Value
Capitalized software	$	19,052	$	(5,724)	$	13,328

Intangible assets, net	19,052		(5,724)		13,328
In-process software development	3,539		—		3,539
Total intangible assets	$	22,591	$	(5,724)	$	16,867

Schedule of Estimated Amortization Expense

Estimated amortization expense for each of the years ending December 31 is as follows:


2024	$	9,831
2025	6,388
2026	2,605
Total amortization expense	$	18,824

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Impairment of Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Impairment charges	$ 83,639,000	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2021
Accounting Policies [Abstract]
Restricted cash	$ 0.8	$ 0.8	$ 0.8

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 44,500,000	$ 38,700,000	$ 30,500,000
Carrying value of finance leases	4,844,000	7,264,000
Impairment charges	$ 83,639,000	$ 0	$ 0

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued purchases	$ 480	$ 4,488
Accrued payroll and benefits	9,266	26,350
Accrued expenses	5,530	5,553
Accrued sales tax	3,204	1,361
Product warranty reserve	2,638	6,660
Income tax payable	364	0
Accrued purchase commitment loss	7,818	7,966
Total accrued liabilities and other current liabilities	$ 29,300	$ 52,378