0000950170-23-063750 | 10-Q | XBRL Viewer | Sarcos Technology Robotics Corp

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Segment Information - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segment			1
Number of operating segment			1
Non-US [Member]
Segment Reporting Information [Line Items]
Revenue earned from customers \| $	$ 1.1	$ 1.3	$ 2.0	$ 1.9

- 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
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of the Total Amount of Revenue for Each Such Customer

Revenue recognized for Product Development Contract Revenue and Product Revenue for the three and nine months ended September 30, 2023 and 2022, were as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Product Development Contract Revenue	$	1,044	$	4,488	$	4,614	$	8,203
Product Revenue		783		179		786		245
Revenue, net	$	1,827	$	4,667	$	5,400	$	8,448

Summary of Opening and Closing Balances of Our Accounts Receivable, Unbilled Receivables, Contract Assets and Deferred Revenue

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue as of September 30, 2023 and December 31, 2022, are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)		Contract assets (long-term)			Deferred revenue (current)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62	$	11		$	—
Increase/(decrease), net		(464	)		(2,547	)		510		(10	)		101
Ending Balance as of September 30, 2023	$	1,402		$	1,613		$	572	$	1		$	101

Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 6,074	$ 8,466	$ 10,808	$ 29,586
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	32	29	70	67
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	323	189	910	503
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	149	227	662	610
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,175	$ 8,021	4,771	$ 28,406
Asset write-down and restructuring
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 4,395		$ 4,395

- 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.

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+ Details

Warrants	9 Months Ended
Sep. 30, 2023
Equity [Abstract]
Warrants	7. Warrants On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one sixth of a share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”). Each whole Warrant entitles the registered holder to purchase one sixth of a share of the Company's Common Stock at a price of $11.50 per warrant, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement (the “Warrant Agreement”) entered into between Continental Stock Transfer & Trust Company and Rotor and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of the Company's Common Stock. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. As of September 30, 2023, there were outstanding Warrants to purchase 3,424,908 shares of Common Stock. The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and the Company will not be obligated to issue a share of Common Stock upon exercise of a Warrant unless the share of the Company's Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of the Company's Common Stock underlying such Unit. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. The initial purchasers or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Redemption of Warrants When the Price per Share of the Company's Common Stock Equals or Exceeds $108.00. Once the Warrants become exercisable, the Company may call the Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and • if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $108.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of the Company's Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of the Company's Common Stock is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $60.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if the Company does not utilize this redemption provision): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock; • if, and only if, the Reference Value (as defined above) equals or exceeds $60.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $108.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above.

Warrants

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Warrants

7. Warrants

On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one sixth of a share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”).

Each whole Warrant entitles the registered holder to purchase one sixth of a share of the Company's Common Stock at a price of $11.50 per warrant, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement (the “Warrant Agreement”) entered into between Continental Stock Transfer & Trust Company and Rotor and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of the Company's Common Stock. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. As of September 30, 2023, there were outstanding Warrants to purchase 3,424,908 shares of Common Stock.

The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and the Company will not be obligated to issue a share of Common Stock upon exercise of a Warrant unless the share of the Company's Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event a registration statement is not

effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of the Company's Common Stock underlying such Unit.

Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. The initial purchasers or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

Redemption of Warrants When the Price per Share of the Company's Common Stock Equals or Exceeds $108.00. Once the Warrants become exercisable, the Company may call the Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per Warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

•

if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $108.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of the Company's Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of the Company's Common Stock is available throughout the 30-day redemption period.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $60.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if the Company does not utilize this redemption provision):

•

in whole and not in part;

•

at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock;

•

if, and only if, the Reference Value (as defined above) equals or exceeds $60.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $108.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above.

Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Balance Sheet Components [Line Items]
Prepaid insurance	$ 335	$ 3,420
Other prepaid expenses and assets	588	404
Total prepaid expenses and other current assets	2,146	5,015
Software
Schedule Of Balance Sheet Components [Line Items]
Other assets	$ 1,223	$ 1,191

Reverse Recapitalization

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

6. Reverse Recapitalization

Pursuant to ASC 805, Business Combinations, the Business Combination was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Rotor are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Merger are those of Old Sarcos. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio.

Earn-Out Shares

Each holder of Old Sarcos capital stock is entitled to Contingent Merger Consideration following the closing of the Business Combination in the form of earn-outs, up to an aggregate of 4,687,500 shares of Common Stock (the “Earn-Out Shares”). The Earn-Out Shares will become payable as follows:

•

2,343,750 shares of Common Stock of the Company in the aggregate if the closing share price of a share of Common Stock of the Company is equal to or exceeds $90.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date.

•

2,343,750 shares of Common Stock of the Company if the closing share price of a share of Common Stock of the Company is equal to or exceeds $120.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fifth anniversary of the Closing Date.

The Earn-Out Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s condensed consolidated balance sheets. As of September 30, 2023, there remained 4,687,500 Earn-Out Shares potentially issuable.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (79,117)	$ (64,819)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	10,808	29,586
Depreciation of property and equipment	1,261	954
Amortization of intangible assets	2,457	1,365
Change in fair value of warrant liability	(99)	(12,011)
Amortization of investment discount	(1,833)	(690)
Asset write-down	10,827
Changes in operating assets and liabilities
Accounts receivable	465	(991)
Unbilled receivable	2,547	367
Inventories	(7,169)	(1,747)
Prepaid expenses and other current assets	2,343	6,407
Other non-current assets	930	634
Accounts payable	(1,525)	549
Accrued liabilities	(1,021)	363
Other non-current liabilities	(997)	(4,415)
Net cash used in operating activities	(60,123)	(44,448)
Cash flows from investing activities:
Purchases of property and equipment	(1,033)	(1,046)
Acquisition of a business, net of cash acquired		(29,687)
Purchases of marketable securities	(58,622)	(138,696)
Maturities of marketable securities	120,000	20,000
Net cash provided by (used in) investing activities	60,345	(149,429)
Cash flows from financing activities:
Proceeds from exercise of stock options		663
Shares repurchased for payment of tax withholdings	(68)	(7,677)
Payment of obligations under capital leases	(3)	(94)
Net cash used in financing activities	(71)	(7,108)
Net increase (decrease) in cash, cash equivalents	151	(200,985)
Cash and cash equivalents at beginning of period	35,159	217,114
Cash and cash equivalents at end of period	35,310	16,129
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ 3
Supplemental disclosure of non-cash activities:
Common stock and assumed equity awards in connection with a business acquisition		59,410
Purchases of property and equipment included in accounts payable at period-end		$ 13

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

To determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant unusual or infrequently occurring items that are separately reported are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.

The Company had income tax expense of $0 and $3,000 for the three and nine months ended September 30, 2023, respectively, as compared to income tax benefit of $2.5 million and $4.1 million for the three and nine months ended September 30, 2022, respectively. The provision for income taxes for the three months ended September 30, 2023 and 2022 is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2023 and 2022, respectively. For the three and nine months ended September 30, 2023, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate as the Company recorded net losses during the period with a corresponding full valuation allowance on the net deferred tax assets created from the losses.

- 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

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounts receivable
Opening Balance	$ 1,866
Increase/(decrease), net	(464)
Ending Balance	1,402
Unbilled receivable
Opening Balance	4,160
Increase/(decrease), net	(2,547)
Ending Balance	1,613
Contract assets (current)
Opening Balance	62
Increase/(decrease), net	510
Ending Balance	572
Contract assets (long-term)
Opening Balance	11
Increase/(decrease), net	(10)
Ending Balance	1
Deferred revenue (current)
Increase/(decrease), net	101
Ending Balance	$ 101

Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

4. Acquisitions

On April 25, 2022, the Company acquired RE2, Inc. a Pittsburgh, PA based developer of manipulator arms with human-like performance, intuitive robot interfaces and advanced autonomy capabilities. The aggregate consideration transferred was $90.1 million, of which $30.7 million was paid in cash, $44.0 million was comprised of 1,562,112 shares of common stock and $15.4 million was comprised of assumed options to purchase 646,173 shares of common stock. Additionally, 233,333 shares of common stock were issued with a fair value of $6.6 million that were subject to risk of forfeiture. These shares were excluded from the consideration transferred and have been recorded as stock-based compensation expense.

The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and the excess was recorded as goodwill. The Company recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date.

The following table presents the final purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date:


(in thousands)	Amount
Cash and cash equivalents	$	981
Accounts receivable		821
Unbilled receivables		1,968
Inventories		465
Prepaid expenses and other current assets		253
Property and equipment		1,084
Intangible assets		21,300
Goodwill		70,236
Operating lease assets		1,486
Other non-current assets		21
Accounts payable		(822	)
Accrued liabilities		(2,334	)
Current operating lease liabilities		(458	)
Operating lease liabilities		(1,028	)
Deferred tax liabilities		(3,895	)
Total acquisition consideration	$	90,078

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):


(in thousands)	Amounts		Weighted Average Useful Life (in years)
Trade name and trademarks	$	1,000		6
Developed technology		9,600		5
Customer relationships		10,700		9
Total intangible assets	$	21,300		7

Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce and synergies expected to be achieved from the integration of RE2. Goodwill is not deductible for tax purposes.

The results of operations of RE2 from the date of acquisition have been included in the Company’s consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results of RE2 are not material to the Company’s consolidated financial statements in any period presented.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit	Common Stock Common Class A
Beginning balance at Dec. 31, 2021	$ 213,962	$ 359,451		$ (145,491)	$ 2
Beginning balance (in Shares) at Dec. 31, 2021					22,953,510
Stock-based compensation	10,850	10,850
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					335,649
Shares repurchased for payment of tax withholdings and other	(5,250)	(5,250)
Shares repurchased for payment of tax withholdings and other (in Shares)					(132,315)
Exercise of stock options	65	65
Exercise of stock options (in Shares)					13,930
Net loss	(19,202)			(19,202)
Ending balance at Mar. 31, 2022	200,425	365,116		(164,693)	$ 2
Ending balance (in Shares) at Mar. 31, 2022					23,170,774
Beginning balance at Dec. 31, 2021	213,962	359,451		(145,491)	$ 2
Beginning balance (in Shares) at Dec. 31, 2021					22,953,510
Other comprehensive gain loss	(134)
Net loss	(64,819)
Ending balance at Sep. 30, 2022	230,994	441,435	$ (134)	(210,310)	$ 3
Ending balance (in Shares) at Sep. 30, 2022					25,772,970
Beginning balance at Mar. 31, 2022	200,425	365,116		(164,693)	$ 2
Beginning balance (in Shares) at Mar. 31, 2022					23,170,774
Stock-based compensation	10,270	10,270
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					233,811
Shares repurchased for payment of tax withholdings and other	(1,342)	(1,342)
Shares repurchased for payment of tax withholdings and other (in Shares)					(77,397)
Exercise of stock options	486	486
Exercise of stock options (in Shares)					248,734
Common stock and assumed equity awards in connection with a business acquisition	59,556	59,556
Common stock and assumed equity awards in connection with a business acquisition (In Shares)					1,795,446
Net loss	(23,118)			(23,118)
Ending balance at Jun. 30, 2022	246,277	434,086		(187,811)	$ 2
Ending balance (in Shares) at Jun. 30, 2022					25,371,368
Stock-based compensation	8,466	8,466
Common stock issued upon vesting of restricted stock awards and restricted stock units		(1)			$ 1
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					428,682
Shares repurchased for payment of tax withholdings and other	(1,082)	(1,082)
Shares repurchased for payment of tax withholdings and other (in Shares)					(74,110)
Exercise of stock options	112	112
Exercise of stock options (in Shares)					47,030
Common stock and assumed equity awards in connection with a business acquisition	(146)	(146)
Other comprehensive gain loss	(134)		(134)
Net loss	(22,499)			(22,499)
Ending balance at Sep. 30, 2022	230,994	441,435	(134)	(210,310)	$ 3
Ending balance (in Shares) at Sep. 30, 2022					25,772,970
Beginning balance at Dec. 31, 2022	144,450	447,085	(17)	(302,621)	$ 3
Beginning balance (in Shares) at Dec. 31, 2022					25,708,519
Stock-based compensation	2,664	2,664
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					7,204
Shares repurchased for payment of tax withholdings and other	35	35
Shares repurchased for payment of tax withholdings and other (in Shares)					(2,170)
Other comprehensive gain loss	59		59
Net loss	(21,476)			(21,476)
Ending balance at Mar. 31, 2023	125,732	449,784	42	(324,097)	$ 3
Ending balance (in Shares) at Mar. 31, 2023					25,713,553
Beginning balance at Dec. 31, 2022	144,450	447,085	(17)	(302,621)	$ 3
Beginning balance (in Shares) at Dec. 31, 2022					25,708,519
Other comprehensive gain loss	19
Net loss	(79,117)
Ending balance at Sep. 30, 2023	76,155	457,888	2	(381,738)	$ 3
Ending balance (in Shares) at Sep. 30, 2023					25,850,832
Beginning balance at Mar. 31, 2023	125,732	449,784	42	(324,097)	$ 3
Beginning balance (in Shares) at Mar. 31, 2023					25,713,553
Stock-based compensation	2,070	2,070
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					151,327
Shares repurchased for payment of tax withholdings and other	(39)	(39)
Shares repurchased for payment of tax withholdings and other (in Shares)					(22,991)
Other comprehensive gain loss	(54)		(54)
Net loss	(28,660)			(28,660)
Ending balance at Jun. 30, 2023	99,049	451,815	(12)	(352,757)	$ 3
Ending balance (in Shares) at Jun. 30, 2023					25,841,889
Stock-based compensation	6,074	6,074
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					19,751
Shares repurchased for payment of tax withholdings and other	(1)	(1)
Shares repurchased for payment of tax withholdings and other (in Shares)					(10,808)
Other comprehensive gain loss	14		14
Net loss	(28,981)			(28,981)
Ending balance at Sep. 30, 2023	$ 76,155	$ 457,888	$ 2	$ (381,738)	$ 3
Ending balance (in Shares) at Sep. 30, 2023					25,850,832

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Inventories, Net

As of September 30, 2023 and December 31, 2022, inventories, net consisted of the following:


(In thousands)	September 30, 2023		December 31, 2022
Raw materials	$	366	$	2,081
Work-in-process		479		180
Finished goods, net		263		1,301
Total inventories, net	$	1,108	$	3,562

Prepaid Expenses and Other Current Assets

As of September 30, 2023 and December 31, 2022, prepaid expenses and other current assets consist of the following:


(In thousands)	September 30, 2023		December 31, 2022
Prepaid insurance	$	335	$	3,420
Software		1,223		1,191
Other prepaid expenses and assets		588		404
Total prepaid expenses and other current assets	$	2,146	$	5,015

Property and Equipment, Net

As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following:


(In thousands)	September 30, 2023			December 31, 2022
Robotics and manufacturing equipment	$	2,472		$	1,610
Leasehold improvements		4,458			4,442
Computer equipment		1,817			1,719
Financed leased computer equipment		271			271
Software		389			389
Furniture and fixtures, and other fixed assets		1,016			1,835
Property and equipment, gross		10,423			10,266
Accumulated depreciation		(3,730	)		(2,626	)
Property and equipment, net	$	6,693		$	7,640

Accrued Liabilities

As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following:


(In thousands)	September 30, 2023		December 31, 2022
Payroll and related costs	$	3,459	$	4,271
Other accrued expenses and current liabilities		1,121		1,754
Total accrued liabilities	$	4,580	$	6,025

Reverse Recapitalization - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares remaining issuable	4,687,500
Common Stock
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	4,687,500
Common Stock Price Per Share Equals Or Exceeds 15.00 Per Share
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	2,343,750
Earnout Price Per Share \| $ / shares	$ 90
Earn-Out trading days	20 days
Earn-Out consecutive trading days	30 days
Common Stock Price Per Share Equals Or Exceeds 20.00 Per Share
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	2,343,750
Earnout Price Per Share \| $ / shares	$ 120
Earn-Out trading days	20 days
Earn-Out consecutive trading days	30 days

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the Business

Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) is a leader in advanced robotic technology designed to increase the intelligence, efficiency, capability and productivity of advanced robotic systems. Sarcos robotic artificial intelligence and machine learning (“AI/ML”) software enables generalizable autonomy to address challenging, dynamic, environments for industries that require a high degree of adaptability and efficiency.

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The condensed consolidated financial statements as of September 30, 2023, are unaudited. The condensed consolidated balance sheet as of December 31, 2022, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2023.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31.

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for fair financial statement presentation. All adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023.

Business Combination

On September 24, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among Rotor, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between Rotor and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of Rotor. On the Closing Date, Rotor changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation.

Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time:

•

each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 0.854870404 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; and

•

the outstanding options, restricted stock units (“RSUs”) and a restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and an RSA of the Company;

In addition, each holder of Old Sarcos capital stock (including the Old Sarcos RSA) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 4.7 million shares of Common Stock.

On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company approximately 3.7 million shares (the “PIPE Shares”) of Common Stock at a price of $60.00 per share, for an aggregate purchase price of $220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021.

On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively.

On April 25, 2022, the Company acquired RE2, Inc., (“RE2”) a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems. The results presented herein include the activity of RE2 from the acquisition date through September 30, 2023. The Company's results do not include RE2’s financial information prior to the acquisition. For further detail see Note 4.

Reverse Stock Split

On July 5, 2023, the Company effected a 1-for-6 reverse stock split ("Reverse Stock Split") of the Company's outstanding shares of common stock, as approved by the Company's stockholders at the Company’s Annual Meeting of Stockholders held on June 14, 2023. All share and per share amounts of common stock, options, warrants, restricted stock and restricted stock units in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to reflect the reverse stock split.

Asset Write-Down and Restructuring

On July 12, 2023, the Company announced that it had refined its sales strategy to focus on products that have the most potential for near-term revenue growth and strategic opportunities. At the time, these products included our Guardian Sea Class system, certain aviation (baggage handling and exterior aircraft maintenance), solar (solar field panel installation) solutions, and our commercial AI/ML software platform to enable generalizable autonomy. In connection with the restructuring efforts announced in July, the Company incurred charges of $5.5 million during the three months ended September 30, 2023, $1.1 million in severance and benefit payments, and $4.4 million due to the acceleration of stock-based compensation expense resulting from the early termination of the Company's redemption right over certain shares held by the Company's former Chief Operating Officer in connection with the termination of his employment. In connection with the restructuring effort announced in July, during the nine months ended September 30, 2023, the Company incurred total charges of $10.6 million, which includes a write-down of inventory of $4.4 million, a $0.7 million impairment charge for certain assets as a result our product development reprioritization, $1.1 million in severance and benefit payments, and $4.4 million due to the acceleration of stock-based compensation noted above.

Subsequent to September 30, 2023, on November 14, 2023, the Company announced its decision to suspend for the foreseeable future commercialization efforts on its subsea, aviation and solar robotics hardware programs and focus on the development of its commercial AI/ML software platform. The Company will continue some hardware system research and development efforts on a substantially reduced scale, in part to support its software platform development efforts. As a result of the Company's refined strategy it is optimizing its organization in pursuit of this product opportunity and will reduce costs, including reducing headcount and shifting all operations to its Salt Lake City, Utah location and will shut down its facilities in Pittsburgh, Pennsylvania. In connection with the restructuring efforts announced in November 2023, the Company incurred charges of 5.7 million during the three and nine months ended September 30, 2023, which includes a write-down of inventory of $5.2 million, and an impairment charge of $0.5 million for certain assets as a result our product development reprioritization.

The Company anticipates incurring additional restructuring expenses related to the November 14, 2023 restructuring actions in the range of $22 million to $24 million during the fourth quarter of 2023 and the first quarter of 2024. These expenses include approximately $4 million dollars in personnel expenses such as salaries, wages, benefits and severance related to the eliminated headcount. The remainder will be non-cash expenses related to expected accelerated amortization of intangible and other assets due to the strategic shift initiated during the fourth quarter.

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2022 that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Liquidity and Capital Resources

Cash, cash equivalents and marketable securities were $55.1 million as of September 30, 2023, compared to $114.5 million as of December 31, 2022. The Company has historically incurred losses and negative cash flows from operations. As of September 30, 2023, the Company also had an accumulated deficit of approximately $381.7 million and working capital of $53.4 million.

These financial statements have been prepared in accordance with GAAP and on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main source of liquidity has been cash generated by equity offerings. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s timing and extent of development efforts, the expansion and success of sales and marketing activities, customer growth rate, customer retention, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report.

Revenue Recognition

The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide product development contract services that are funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process:

(1)

Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

(2)

Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. Determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment.

(3)

Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customer's discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue.

(4)

Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is generally based on expected cost plus a margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price.

(5)

Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue.

Revenue from Contracts with Customers

The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s products. Second, the Company sells its products and related parts and repair services. Product development contract revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Product revenue primarily consists of sales of the Company’s products.

Product Development Contract Revenue

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of the Company's products and related technology. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and the Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided.

Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Product Revenue

Product revenue relates to sales of the Company’s commercially available products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance.

Revenue recognized for Product Development Contract Revenue and Product Revenue for the three and nine months ended September 30, 2023 and 2022, were as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Product Development Contract Revenue	$	1,044	$	4,488	$	4,614	$	8,203
Product Revenue		783		179		786		245
Revenue, net	$	1,827	$	4,667	$	5,400	$	8,448

Contract Balances

The timing of revenue recognition, billing and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets.

Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue.

Contract assets include unbilled receivables which are amounts resulting from timing differences between revenue recognition and billing in accordance with agreed-upon contractual terms, which typically occur subsequent to revenue being recognized.

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue as of September 30, 2023 and December 31, 2022, are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)		Contract assets (long-term)			Deferred revenue (current)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62	$	11		$	—
Increase/(decrease), net		(464	)		(2,547	)		510		(10	)		101
Ending Balance as of September 30, 2023	$	1,402		$	1,613		$	572	$	1		$	101

The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets and accrued liabilities, respectively. During the three and nine months ended September 30, 2023 and 2022, the Company did not recognize any revenue related to deferred revenue which existed at December 31, 2022 and 2021, respectively.

Remaining Performance Obligations

As of September 30, 2023, the Company had backlog, or revenue related to remaining performance obligations, of $9.2 million. The Company expects most of this backlog to be recognized over the next 12 months. The Company’s backlog represents the expected value of exercised contracts, both funded and unfunded, less revenue recognized to date.

Recently Adopted Accounting Pronouncements

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Inventory reserves	$ 1,100		$ 1,100		$ 400
Depreciation	$ 500	$ 400	$ 1,261	$ 954

Acquisitions - Additional Information (Details) - RE2, Inc. $ in Millions	Apr. 25, 2022 USD ($) shares
Business Acquisition [Line Items]
Aggregate consideration transferred	$ 90.1
Cash consideration	30.7
Business combination, common stock value	$ 44.0
Business combination, number of shares of common stock \| shares	1,562,112
Options to purchase common stock, value	$ 15.4
Options to purchase common stock \| shares	646,173
Shares of common stock issued \| shares	233,333
Business combination, fair value	$ 6.6

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

9. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022:


	For the three months ended September 30,						For the nine months ended September 30,
(In thousands, except share and per share data)	2023			2022			2023			2022
Numerator:
Net loss	$	(28,981	)	$	(22,499	)	$	(79,117	)	$	(64,819	)
Denominator:
Weighted average shares outstanding, basic and diluted		25,706,023			25,156,756			25,563,895			24,180,445
Basic and diluted net loss per share	$	(1.13	)	$	(0.89	)	$	(3.09	)	$	(2.68	)
Anti-dilutive securities, excluded		12,473,978			11,302,702			12,473,978			11,302,702

As the Company incurred a net loss for the three and nine months ended September 30, 2023 and 2022, none of the outstanding dilutive share-based awards were included in the diluted share calculation as they would have been anti-dilutive.

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (28,981)	$ (22,499)	$ (79,117)	$ (64,819)
Denominator:
Weighted average shares outstanding, Basic	25,706,023	25,156,756	25,563,895	24,180,445
Weighted average shares outstanding, Diluted	25,706,023	25,156,756	25,563,895	24,180,445
Basic net loss per share	$ (1.13)	$ (0.89)	$ (3.09)	$ (2.68)
Diluted net loss per share	$ (1.13)	$ (0.89)	$ (3.09)	$ (2.68)
Anti-dilutive securities, excluded	12,473,978	11,302,702	12,473,978	11,302,702

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Goodwill and Intangible Assets - Summary of Future Amortization Expense Related to Acquired Intangible Assets (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 820
2024	3,276
2025	3,276
2026	3,276
2027	1,996
2028 and thereafter	4,016
Net Carrying Amount	$ 16,660

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022:


	For the three months ended September 30,						For the nine months ended September 30,
(In thousands, except share and per share data)	2023			2022			2023			2022
Numerator:
Net loss	$	(28,981	)	$	(22,499	)	$	(79,117	)	$	(64,819	)
Denominator:
Weighted average shares outstanding, basic and diluted		25,706,023			25,156,756			25,563,895			24,180,445
Basic and diluted net loss per share	$	(1.13	)	$	(0.89	)	$	(3.09	)	$	(2.68	)
Anti-dilutive securities, excluded		12,473,978			11,302,702			12,473,978			11,302,702

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net loss	$ (28,981)	$ (22,499)	$ (79,117)	$ (64,819)
Other comprehensive (loss) income:
Change in unrealized gain (loss) on available-for-sale investments	14	(134)	19	(134)
Total other comprehensive (loss) income	14	(134)	19	(134)
Comprehensive loss	$ (28,967)	$ (22,633)	$ (79,098)	$ (64,953)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 33: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J

Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Stock-based Compensation - Additional Information (Details) shares in Millions	9 Months Ended
	Sep. 30, 2023 shares
2015 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock - based compensation exercisable period	10 years
2015 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
2015 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	5 years
2021 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock - based compensation exercisable period	10 years
Total number of shares	5.0
Due to failure to vest, additional shares added	2.1
Number of additional shares receivable upon achievement of earn-out targets	2.5
2021 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
2021 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	4 years

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 35,310	$ 35,159
Marketable securities	19,811	79,337
Accounts receivable	1,402	1,866
Unbilled receivables	1,613	4,160
Inventories, net	1,108	3,562
Prepaid expenses and other current assets	2,146	5,015
Total current assets	61,390	129,099
Property and equipment, net	6,693	7,640
Intangible assets, net	16,660	19,116
Operating lease assets	10,394	11,283
Other non-current assets	446	487
Total assets	95,583	167,625
Current liabilities:
Accounts payable	2,056	3,620
Accrued liabilities	4,580	6,025
Current operating lease liabilities	1,311	887
Total current liabilities	7,947	10,532
Operating lease liabilities	11,389	12,387
Other non-current liabilities	92	256
Total liabilities	19,428	23,175
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.0001 par value, 165,000,000 shares authorized as of September 30, 2023, and December 31, 2022; 25,850,832 and 25,708,519 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively	3	3
Additional paid-in capital	457,888	447,085
Accumulated other comprehensive income (loss)	2	(17)
Accumulated deficit	(381,738)	(302,621)
Total stockholders' equity	76,155	144,450
Total liabilities and stockholders' equity	$ 95,583	$ 167,625

Fair Value Measurements - Additional Information (Details) $ in Millions	Sep. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Available-for-sale debt securities with maturity dates within one year	$ 41.6

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ 0	$ 2,465,000	$ (3,000)	$ 4,071,000

- Definition

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

+ References + Details

Warrants - Additional Information (Details)			9 Months Ended
Warrants - Additional Information (Details)	Jul. 05, 2023	Jan. 20, 2021 shares	Sep. 30, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Reverse stock split	1-for-6 reverse stock split
Reverse stock split, ratio	0.00167
Redemption of Warrants When Price Per Share Equals or Exceeds $108.00 Per Share
Class of Warrant or Right [Line Items]
Redemption of warrants price per share			$ 108.00
Warrants price per share			$ 0.01
Minimum period for written notice of redemption			30 days
Consecutive trading days			20 days
Consecutive trading days after commencement			30 days
Trading days, description			if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $108.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Redemption of warrants description			upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and
Redemption of Warrants When Price Per Share Equals or Exceeds $108.00 Per Share \| Minimum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 108.00
Redemption of Warrants When Price Per Share Equals or Exceeds $60.00 Per Share
Class of Warrant or Right [Line Items]
Redemption of warrants price per share			60.00
Warrants price per share			$ 0.10
Minimum period for written notice of redemption			30 days
Redemption of warrants description			at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock;
Redemption of Warrants When Price Per Share Equals or Exceeds $60.00 Per Share \| Minimum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 60.00
Redemption of Warrants When Price Per Share Equals or Exceeds $60.00 Per Share \| Maximum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 108.00
Common Stock
Class of Warrant or Right [Line Items]
Shares of common stock per warrant \| shares			1
Warrant exercise price			$ 11.5
Expiration date			Sep. 24, 2026
Warrants outstanding \| shares			3,424,908
Warrant expiration term			5 years
IPO
Class of Warrant or Right [Line Items]
Issuance of shares (in Shares) \| shares		27,600,000
Sale of warrants (in Shares) \| shares		7,270,000

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. Fair Value Measurements

ASC Topic 820, Fair Value Measurement, defines fair value 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—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow or similar technique.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

On a recurring basis, the Company measures certain of its financial assets and liabilities at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities	$	21,835	$	—	$	—	$	21,835
Marketable securities:
U.S. treasury securities		19,811		—		—		19,811
Total assets	$	41,646	$	—	$	—	$	41,646

Liabilities:
Warrant liability	$	—	$	92	$	—	$	92
Total liabilities	$	—	$	92	$	—	$	92


	As of December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities:
U.S. treasury securities	$	79,337	$	—	$	—	$	79,337
Total assets	$	79,337	$	—	$	—	$	79,337

Liabilities:
Warrant liability	$	—	$	253	$	—	$	253
Total liabilities	$	—	$	253	$	—	$	253

As of September 30, 2023, the Company held $41.6 million of available-for-sale debt securities with maturity dates within one year. The fair value of the Company's available-for-sale debt securities approximates their amortized cost basis. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying amounts of accounts payable and accrued expenses approximate their fair values because of the relatively short periods until they are required to be settled.

- 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

Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options outstanding, beginning balance	2,377,503
Options granted	1,859,200
Options cancelled	(1,071,739)
Options outstanding, ending balance	3,164,964	2,377,503
Options exercisable	1,358,810	1,414,864
Options outstanding, weighted average exercise price, beginning balance	$ 16.8
Options granted, weighted average exercise price	2.79
Options cancelled, weighted average exercise price	13.21
Options outstanding, weighted average exercise price, ending balance	9.79	$ 16.8
Options exercisable, weighted average exercise price	$ 11.26	$ 9.48
Options outstanding, weighted average remaining contractual term	7 years 6 months	7 days 2 hours
Options exercisable, weighted average remaining contractual term	5 years 2 months 12 days	5 years 9 months 18 days
Options outstanding, aggregate intrinsic value	$ 112	$ 698
Options exercisable, aggregate intrinsic value	$ 112	$ 698

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

Goodwill

As a result of sustained decreases in the Company’s publicly quoted share price during the fourth quarter of 2022, the Company conducted an analysis of its goodwill as of December 31, 2022, and performed a quantitative goodwill impairment assessment. Based on the Company's quantitative goodwill impairment assessment, it concluded that the carrying value of its reporting unit exceeded its fair value and that all of its goodwill was fully impaired as of December 31, 2022.

Acquired Intangible Assets

As of September 30, 2023, acquired intangible assets, net consisted of the following:


	September 30, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	236	$	764		4.6
Developed technology		9,600		2,720	$	6,880		3.6
Customer relationships		10,700		1,684	$	9,016		7.6
Total	$	21,300	$	4,640	$	16,660

The Company recorded $0.8 million and $0.8 million of amortization expense during the three months ended September 30, 2023 and 2022, respectively. The Company recorded $2.5 million and $1.4 million of amortization expense during the nine months ended September 30, 2023 and 2022, respectively. Amortization expense was recorded as intangible amortization expense in the condensed consolidated statements of operations. There was no impairment of intangible assets recorded for the nine months ended September 30, 2023 and 2022.

As of September 30, 2023, future amortization expense related to acquired intangible assets was as follows:


(In thousands)	Amortization Expense
2023	$	820
2024		3,276
2025		3,276
2026		3,276
2027		1,996
2028 and thereafter		4,016
Total	$	16,660

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1)	Sep. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year

Acquisitions - Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives (Details) - RE2, Inc. $ in Thousands	Apr. 25, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 21,300
Intangible assets Weighted Average Useful Life (in years)	7 years
Trade Name and Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 1,000
Intangible assets Weighted Average Useful Life (in years)	6 years
Developed Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 9,600
Intangible assets Weighted Average Useful Life (in years)	5 years
Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 10,700
Intangible assets Weighted Average Useful Life (in years)	9 years

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Legal Proceedings

The Company has been and may in the future be involved in various claims, lawsuits, investigations and other proceedings in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of its financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company has not recorded any material loss contingency related to legal proceedings in the balance sheets as of September 30, 2023 and December 31, 2022, respectively.

Indemnifications

In the ordinary course of business, the Company provides or may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendors with respect to certain matters, including losses arising out of the Company’s breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. As of September 30, 2023 and December 31, 2022, the Company has not accrued a liability for these indemnification obligations as the likelihood of incurring a material payment obligation in connection with these indemnification obligations is either not probable or not reasonably estimable due to the unique facts and circumstances involved.

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 1,827	$ 4,667	$ 5,400	$ 8,448
Product Development Contract Revenue
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	1,044	4,488	4,614	8,203
Product Revenue
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 783	$ 179	$ 786	$ 245

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following summarizes the Company’s stock option activity for the nine months ended September 30, 2023:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2022		2,377,503		$	16.80		7.1	$	698
Granted		1,859,200		2.79
Cancelled		(1,071,739	)	13.21
Outstanding – September 30, 2023		3,164,964		$	9.79		7.5	$	112
Exercisable – December 31, 2022		1,414,864		$	9.48		5.8	$	698
Exercisable – September 30, 2023		1,358,810		$	11.26		5.2	$	112

Summary of RSU and RSA Activity

The following summarizes the Company’s RSU activity for the nine months ended September 30, 2023:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2022		602,561		$	22.01
Granted		1,303,925			2.67
Released		(178,282	)		20.23
Cancelled		(531,599	)	13.58
Outstanding – September 30, 2023		1,196,605		$	5.67

Schedule of Stock Based Compensation Expense

The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Cost of revenue	$	32	$	29	$	70	$	67
Research and development		323		189		910		503
Sales and marketing		149		227		662		610
General and administrative		1,175		8,021		4,771		28,406
Asset write-down and restructuring		4,395		—		4,395		—
Total stock-based compensation expense	$	6,074	$	8,466	$	10,808	$	29,586

Fair Value Measurements - Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets:
Total assets	$ 41,646	$ 79,337
Liabilities:
Total liabilities	92	253
U.S. Treasury securities
Assets:
Cash equivalents	21,835
Marketable securities	19,811	79,337
Warrant Liability
Liabilities:
Total liabilities	92	253
Fair Value, Inputs, Level 1
Assets:
Total assets	41,646	79,337
Fair Value, Inputs, Level 1 \| U.S. Treasury securities
Assets:
Cash equivalents	21,835
Marketable securities	19,811	79,337
Fair Value, Inputs, Level 2
Liabilities:
Total liabilities	92	253
Fair Value, Inputs, Level 2 \| Warrant Liability
Liabilities:
Total liabilities	$ 92	$ 253

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	165,000,000	165,000,000
Common stock, shares issued	25,850,832	25,708,519
Common stock, shares outstanding	25,850,832	25,708,519

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Purchase Consideration

The following table presents the final purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date:


(in thousands)	Amount
Cash and cash equivalents	$	981
Accounts receivable		821
Unbilled receivables		1,968
Inventories		465
Prepaid expenses and other current assets		253
Property and equipment		1,084
Intangible assets		21,300
Goodwill		70,236
Operating lease assets		1,486
Other non-current assets		21
Accounts payable		(822	)
Accrued liabilities		(2,334	)
Current operating lease liabilities		(458	)
Operating lease liabilities		(1,028	)
Deferred tax liabilities		(3,895	)
Total acquisition consideration	$	90,078

Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):


(in thousands)	Amounts		Weighted Average Useful Life (in years)
Trade name and trademarks	$	1,000		6
Developed technology		9,600		5
Customer relationships		10,700		9
Total intangible assets	$	21,300		7

Balance Sheet Components - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 366	$ 2,081
Work-in-process	479	180
Finished goods, net	263	1,301
Total inventories, net	$ 1,108	$ 3,562

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Description of the Business

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Business Combination

•

Reverse Stock Split

Asset Write-Down and Restructuring

Summary of Significant Accounting Policies

Liquidity and Capital Resources

Revenue Recognition

(1)

(2)

(3)

(4)

(5)

Revenue from Contracts with Customers

Product Development Contract Revenue

Product Revenue

Revenue recognized for Product Development Contract Revenue and Product Revenue for the three and nine months ended September 30, 2023 and 2022, were as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Product Development Contract Revenue	$	1,044	$	4,488	$	4,614	$	8,203
Product Revenue		783		179		786		245
Revenue, net	$	1,827	$	4,667	$	5,400	$	8,448

Contract Balances

Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue.

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue as of September 30, 2023 and December 31, 2022, are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)		Contract assets (long-term)			Deferred revenue (current)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62	$	11		$	—
Increase/(decrease), net		(464	)		(2,547	)		510		(10	)		101
Ending Balance as of September 30, 2023	$	1,402		$	1,613		$	572	$	1		$	101

Remaining Performance Obligations

Recently Adopted and Issued Accounting Standard Pronouncements

Recently Adopted Accounting Pronouncements

Goodwill and Intangible Assets - Summary of Acquired Intangible Assets, Net (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 21,300
Accumulated Amortization	4,640
Net Carrying Amount	16,660
Trade Name and Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000
Accumulated Amortization	236
Net Carrying Amount	$ 764
Weighted Average Remaining Useful Life (in years)	4 years 7 months 6 days
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,600
Accumulated Amortization	2,720
Net Carrying Amount	$ 6,880
Weighted Average Remaining Useful Life (in years)	3 years 7 months 6 days
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 10,700
Accumulated Amortization	1,684
Net Carrying Amount	$ 9,016
Weighted Average Remaining Useful Life (in years)	7 years 7 months 6 days

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Acquired Intangible Assets, Net

As of September 30, 2023, acquired intangible assets, net consisted of the following:


	September 30, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	236	$	764		4.6
Developed technology		9,600		2,720	$	6,880		3.6
Customer relationships		10,700		1,684	$	9,016		7.6
Total	$	21,300	$	4,640	$	16,660

Summary of Future Amortization Expense Related to Acquired Intangible Assets

As of September 30, 2023, future amortization expense related to acquired intangible assets was as follows:


(In thousands)	Amortization Expense
2023	$	820
2024		3,276
2025		3,276
2026		3,276
2027		1,996
2028 and thereafter		4,016
Total	$	16,660

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

8. Stock-based Compensation

2021 Stock Plan

On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”), and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and, in the case of options, are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 5.0 million shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest,

with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 2.1 million shares of Common Stock. As of September 30, 2023, 2.5 million shares were available to grant under the 2021 Plan.

2015 Stock Plan

The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards generally vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Business Combination, no further awards may be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan subject to the maximum number of shares allowed by the 2021 Plan.

RE2 Stock Plans

In connection with the acquisition of RE2, the Company assumed the outstanding stock plans and certain outstanding stock options of RE2. These stock options are governed by the plans and agreements under which they were originally issued, but are now exercisable for shares of Common Stock.

Stock Option Activity

The following summarizes the Company’s stock option activity for the nine months ended September 30, 2023:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2022		2,377,503		$	16.80		7.1	$	698
Granted		1,859,200		2.79
Cancelled		(1,071,739	)	13.21
Outstanding – September 30, 2023		3,164,964		$	9.79		7.5	$	112
Exercisable – December 31, 2022		1,414,864		$	9.48		5.8	$	698
Exercisable – September 30, 2023		1,358,810		$	11.26		5.2	$	112

Restricted Stock Units Activity

The following summarizes the Company’s RSU activity for the nine months ended September 30, 2023:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2022		602,561		$	22.01
Granted		1,303,925			2.67
Released		(178,282	)		20.23
Cancelled		(531,599	)	13.58
Outstanding – September 30, 2023		1,196,605		$	5.67

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Cost of revenue	$	32	$	29	$	70	$	67
Research and development		323		189		910		503
Sales and marketing		149		227		662		610
General and administrative		1,175		8,021		4,771		28,406
Asset write-down and restructuring		4,395		—		4,395		—
Total stock-based compensation expense	$	6,074	$	8,466	$	10,808	$	29,586

Employee Benefits

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Employee Benefits

13. Employee Benefits

The Company has a defined contribution 401(k) plan covering substantially all employees as of September 30, 2023. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. In April 2022 the Company began providing employees with 401(k) matching on a portion of their contributions.

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 819,000	$ 791,000	$ 2,457,000	$ 1,365,000
Impairment of intangible assets			$ 0	$ 0

Balance Sheet Components

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

3. Balance Sheet Components

Inventories, Net

As of September 30, 2023 and December 31, 2022, inventories, net consisted of the following:


(In thousands)	September 30, 2023		December 31, 2022
Raw materials	$	366	$	2,081
Work-in-process		479		180
Finished goods, net		263		1,301
Total inventories, net	$	1,108	$	3,562

The Company had inventory reserves of $1.1 million as of September 30, 2023 and $0.4 million as of December 31, 2022.

Prepaid Expenses and Other Current Assets

As of September 30, 2023 and December 31, 2022, prepaid expenses and other current assets consist of the following:


(In thousands)	September 30, 2023		December 31, 2022
Prepaid insurance	$	335	$	3,420
Software		1,223		1,191
Other prepaid expenses and assets		588		404
Total prepaid expenses and other current assets	$	2,146	$	5,015

Property and Equipment, Net

As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following:


(In thousands)	September 30, 2023			December 31, 2022
Robotics and manufacturing equipment	$	2,472		$	1,610
Leasehold improvements		4,458			4,442
Computer equipment		1,817			1,719
Financed leased computer equipment		271			271
Software		389			389
Furniture and fixtures, and other fixed assets		1,016			1,835
Property and equipment, gross		10,423			10,266
Accumulated depreciation		(3,730	)		(2,626	)
Property and equipment, net	$	6,693		$	7,640

Depreciation expenses were $0.5 million and $0.4 million, for the three months ended September 30, 2023 and 2022, respectively. Depreciation expenses were $1.3 million and $1.0 million, for the nine months ended September 30, 2023 and 2022, respectively.

Accrued Liabilities

As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following:


(In thousands)	September 30, 2023		December 31, 2022
Payroll and related costs	$	3,459	$	4,271
Other accrued expenses and current liabilities		1,121		1,754
Total accrued liabilities	$	4,580	$	6,025

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 10,423	$ 10,266
Accumulated depreciation	(3,730)	(2,626)
Property and equipment, net	6,693	7,640
Robotics and Manufacturing Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	2,472	1,610
Leasehold Improvements
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	4,458	4,442
Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	1,817	1,719
Financed Leased Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	271	271
Software
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	389	389
Furniture and fixtures, and other fixed assets
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 1,016	$ 1,835

Employee Benefits - Additional Information (Details)	9 Months Ended	12 Months Ended
Employee Benefits - Additional Information (Details)	Sep. 30, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Maximum defer net employment income percentage	100.00%	100.00%

Document and Entity Information - shares shares in Millions	9 Months Ended
Document and Entity Information - shares shares in Millions	Sep. 30, 2023	Oct. 26, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001826681
Entity Registrant Name	SARCOS TECHNOLOGY AND ROBOTICS CORPORATION
Entity File Number	001-39897
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	650 South 500 West
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84101
City Area Code	888
Local Phone Number	927-7296
Entity Tax Identification Number	85-2838301
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		25.9
Common Stock
Document Information [Line Items]
Trading Symbol	STRC
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Document Information [Line Items]
Trading Symbol	STRCW
Title of 12(b) Security	Warrants to purchase Common Stock
Security Exchange Name	NASDAQ

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Jul. 05, 2023	Sep. 24, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Summaryof Significant Accounting Policies Details [Line Items]
Reverse stock split	1-for-6 reverse stock split
Reverse stock split, ratio	0.00167
Cash, cash equivalents and marketable securities			$ 55,100		$ 55,100				$ 114,500
Accumulated deficit			(381,700)		(381,700)
Working capital			53,400		53,400
Revenue, Remaining Performance Obligation, Amount			$ 9,200		9,200
Personnel expenses					$ 4,000
Sale of per share price (in Dollars per share) \| $ / shares		$ 0.0001
Earn-outs, up to an aggregate \| shares			12,473,978	11,302,702	12,473,978	11,302,702
Common stock, shares issued \| shares			25,850,832		25,850,832				25,708,519
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001				$ 0.0001
Right to receive exchange ratio of common stock		0.85487%
Deferred revenue, revenue recognized			$ 0	$ 0	$ 0	$ 0
Scenario Forecast
Summaryof Significant Accounting Policies Details [Line Items]
Additional Restructuring Expense							$ 24,000	$ 22,000
ASU 2016-13
Summaryof Significant Accounting Policies Details [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]			true		true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2023		Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]			true		true
PIPE Investor
Summaryof Significant Accounting Policies Details [Line Items]
Common stock, shares issued \| shares		3,700,000
Common stock, par value \| $ / shares		$ 60
Aggregate purchase price		$ 220,000
Restructuring Efforts Announced In July
Summaryof Significant Accounting Policies Details [Line Items]
Restructuring charges			$ 5,500		$ 10,600
Write-down of inventory					4,400
Cash Severance and Benefit Payment			1,100		1,100
Impairment of Certain Fixed Assets					700
Acceleration of stock-based compensation expense			4,400		4,400
Restructuring Efforts Announced In November
Summaryof Significant Accounting Policies Details [Line Items]
Restructuring charges			5,700		5,700
Write-down of inventory			5,200		5,200
Impairment of Certain Fixed Assets			$ 500		$ 500
Common Stock
Summaryof Significant Accounting Policies Details [Line Items]
Earn-outs, up to an aggregate \| shares					4,700,000

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll and related costs	$ 3,459	$ 4,271
Other accrued expenses and current liabilities	1,121	1,754
Total accrued liabilities	$ 4,580	$ 6,025

Segment Information

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Information

12. Segment Information

The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure.

The Company’s revenue is derived primarily from U.S. customers. During the three and nine months ended September 30, 2023, the Company had $1.1 million and $2.0 million, respectively, of revenue earned from customers located outside the United States. During the three and nine months ended September 30, 2022, the Company had $1.3 million and $1.9 million, respectively, of revenue earned from customers located outside the United States.

All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-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
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis

The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs as of September 30, 2023 and December 31, 2022:


	As of September 30, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities	$	21,835	$	—	$	—	$	21,835
Marketable securities:
U.S. treasury securities		19,811		—		—		19,811
Total assets	$	41,646	$	—	$	—	$	41,646

Liabilities:
Warrant liability	$	—	$	92	$	—	$	92
Total liabilities	$	—	$	92	$	—	$	92


	As of December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities:
U.S. treasury securities	$	79,337	$	—	$	—	$	79,337
Total assets	$	79,337	$	—	$	—	$	79,337

Liabilities:
Warrant liability	$	—	$	253	$	—	$	253
Total liabilities	$	—	$	253	$	—	$	253

Acquisitions - Summary of Purchase Consideration (Details) - RE2, Inc. $ in Thousands	Apr. 25, 2022 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 981
Accounts receivable	821
Unbilled receivables	1,968
Inventories	465
Prepaid expenses and other current assets	253
Property and equipment	1,084
Intangible assets	21,300
Goodwill	70,236
Operating lease assets	1,486
Other non-current assets	21
Accounts payable	(822)
Accrued liabilities	(2,334)
Current operating lease liabilities	(458)
Operating lease liabilities	(1,028)
Deferred tax liabilities	(3,895)
Total acquisition consideration	$ 90,078

Stock-based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	602,561
Number of shares, granted \| shares	1,303,925
Number of shares, released \| shares	(178,282)
Number of shares, cancelled \| shares	(531,599)
Number of shares, ending balance \| shares	1,196,605
Weighted average fair value, beginning balance \| $ / shares	$ 22.01
Weighted average fair value, granted \| $ / shares	2.67
Weighted average fair value, released \| $ / shares	20.23
Weighted average fair value, cancelled \| $ / shares	13.58
Weighted average fair value, ending balance \| $ / shares	$ 5.67

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue, net	$ 1,827,000	$ 4,667,000	$ 5,400,000	$ 8,448,000
Operating expenses:
Cost of revenue (exclusive of items shown separately below)	1,222,000	3,578,000	3,951,000	7,212,000
Research and development	10,011,000	10,497,000	31,120,000	23,947,000
General and administrative	7,557,000	14,646,000	25,544,000	50,584,000
Sales and marketing	1,750,000	2,405,000	9,901,000	7,202,000
Intangible amortization expense	819,000	791,000	2,457,000	1,365,000
Asset write-down and restructuring	11,222,000		16,328,000
Total operating expenses	32,581,000	31,917,000	89,301,000	90,310,000
Loss from operations	(30,754,000)	(27,250,000)	(83,901,000)	(81,862,000)
Interest income, net	806,000	806,000	2,779,000	965,000
Gain on warrant liability	96,000	1,484,000	99,000	12,011,000
Other income (loss), net	871,000	(4,000)	1,909,000	(4,000)
Loss before income tax benefit (expense)	(28,981,000)	(24,964,000)	(79,114,000)	(68,890,000)
Income tax benefit (expense)	0	2,465,000	(3,000)	4,071,000
Net loss	$ (28,981,000)	$ (22,499,000)	$ (79,117,000)	$ (64,819,000)
Net loss per share
Basic net loss per share	$ (1.13)	$ (0.89)	$ (3.09)	$ (2.68)
Diluted net loss per share	$ (1.13)	$ (0.89)	$ (3.09)	$ (2.68)
Weighted-average shares used in computing net loss per share
Weighted average shares outstanding, Basic	25,706,023	25,156,756	25,563,895	24,180,445
Weighted average shares outstanding, Diluted	25,706,023	25,156,756	25,563,895	24,180,445