0000950170-24-022168 | 10-K | XBRL Viewer | Sarcos Technology Robotics Corp

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Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
State	$ (7)	$ (3)
Total current	(7)	(3)
Deferred:
Federal	24,972	9,005
State	9,109	2,064
Change in valuation allowance	(34,081)	(7,174)
Total deferred		3,895
Total income tax benefit (expense)	$ (7)	$ 3,892

- Definition

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

+ References + Details

Leases - Summary of Lease Term and Discount Rate Assumptions (Details)	Dec. 31, 2023	Dec. 31, 2022
Operating leases
Weighted-average remaining lease term (years)	9 years	9 years 8 months 12 days
Weighted-average discount rate:	5.40%	5.40%

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities	$	4,973	$	—	$	—	$	4,973
Marketable securities:
U.S. treasury securities		15,947		—		—		15,947
Total assets	$	20,920	$	—	$	—	$	20,920

Liabilities:
Warrant liability	$	—	$	29	$	—	$	29
Total liabilities	$	—	$	29	$	—	$	29


	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 December 31, 2023, the Company held $20.9 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.

The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values:


(In thousands)
Balance at December 31, 2021	$	13,701
Warrant liability transferred out of Level 3		(13,701	)
Balance at December 31, 2022	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. During the first quarter of 2022 the trading price of our public warrants was used to value our private placement warrants, and a third-party valuation was no longer deemed necessary resulting in the estimated fair value of our private placement warrants being transferred from a Level 3 fair value measurement to a Level 2 fair value measurement.

- 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.

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Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll and related costs	$ 3,913	$ 4,271
Contract restructuring accrual	506
Legal accrual	547	234
Other accrued expenses and current liabilities	839	1,520
Total accrued liabilities	$ 5,805	$ 6,025

Leases - Additional Information (Details)	12 Months Ended
Leases - Additional Information (Details)	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Lease expiration date	2033
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	5 years

Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 12,043	$ 35,645
Cost of Revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	107	87
Research and Development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	1,127	712
Sales and Marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	808	863
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	5,606	$ 33,983
Asset write-down and restructuring
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 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.

+ References

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+ Details

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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Description of the Business

Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), is a pioneer in the robotic systems industry. The Company’s mission is to deliver software to its customers that enhances the utility and functionality of third-party stationary and mobile robotic systems by enabling these systems to quickly observe, learn, reason and act in structured and unstructured environments. The Company’s full-stack, closed-loop autonomy software platform (“AI/ML Software Platform”) is being designed with artificial intelligence (“AI”) and machine learning (“ML”) techniques to enable robotic systems to perceive their environment and quickly adapt to changing circumstances by generalizing (i.e., learning) from their past experience using dynamic real-time operations "on the edge" (i.e., on the robotic system) without extensive programming and with minimal robot training. .

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The 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.

Business Combination

On September 24, 2021 (the “Closing Date”), Rotor Acquisition Corp. (“Rotor”), a Delaware corporation, consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021 (the “Original Merger Agreement”), by and among 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 to Sarcos Technology and Robotics Corporation.

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 December 31, 2023. The Company's results do not include RE2’s financial information prior to the acquisition. For further detail see Note 5.

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. In connection with the restructuring effort announced in July, during the twelve months ended December 31, 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 write-down 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 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.

On November 14, 2023, the Company announced its decision to suspend for the foreseeable future commercialization efforts on its hardware programs and focus on the development of its commercial AI/ML Software Platform. The Company will continue some de minimis 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 $27.3 million during the twelve months ended December 31, 2023, which includes a write-down of inventory of $6.9 million, a $16.9 million charge for the accelerated amortization of intangible assets and write-off of certain other assets as a result our product development reprioritization, $1.2 million of accelerated depreciation related to the shutting down our facilities in Pittsburgh, Pennsylvania, $0.5 million for contract restructuring accruals, and $1.8 million in severance and benefit payments.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and judgments involve contract revenue recognized based on estimates of total contract costs and cost to complete uncompleted contracts, estimates of potential losses on uncompleted contracts, impairment evaluation of contract assets, long lived assets, assumptions used for leases, valuation allowance for net deferred income taxes and valuation of the Company’s stock-based compensation and warrants. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Liquidity and Capital Resources

Cash, cash equivalents and marketable securities were $39.1 million as of December 31, 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 December 31, 2023, the Company also had an accumulated deficit of approximately $418.2 million and working capital of $36.6 million.

These financial statements have been prepared in accordance with GAAP and this basis assumes 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 sources of liquidity have 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 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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, marketable securities, accounts receivable and unbilled receivables. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and generally exceeds federally insured limits. The Company's cash equivalents and marketable securities are money market funds or U.S. Treasury bills with maturity dates within one year. The Company has not realized any losses relating to its cash, cash equivalents or marketable securities.

Accounts receivable

As of December 31, 2023, three of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 90% of the accounts receivable as of December 31, 2023. As of December 31, 2022, three of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 81% of the accounts receivable as of December 31, 2022.

Revenue

Five and three customers accounted for more than 10% of the Company’s revenue for each of the years ended December 31, 2023 and 2022, respectively. These concentrations accounted for 85% and 74% of revenue for the years ended December 31, 2023 and 2022, respectively. The total amount of revenue for each such customer was as follows:


(In thousands)	2023		2022
Customer A	$	1,618	$	1,884
Customer B		1,116		2,848
Customer C		883	*
Customer D		815		5,988
Customer E		808	*

* The customer’s related revenue was less than 10% of the Company’s revenue for the respective year.

Cash and Cash Equivalents

The Company considers cash as deposits held in bank accounts and undeposited funds. All highly liquid investments with an original maturity of three months or less at the time of purchase are considered to be cash equivalents. The Company’s cash equivalents may be comprised of money market funds, certificates of deposit of major financial institutions and U.S. Treasury bills.

Accounts Receivable

Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for credit losses using a specific identification method after taking into account all of its remedies for collection. Management determined no allowance for credit losses was necessary as of December 31, 2023 and 2022. Receivables are comprised of amounts invoiced for completed contracts and contracts in progress.

Inventories

Inventories primarily consist of raw materials, work-in-process and finished goods. Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed on the first-in, first-out basis and include material, labor and manufacturing overhead. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balance by evaluating inventory against forecasted revenue and production requirements.

Property and Equipment

Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives by asset classification are generally as follows:


		Useful life
Robotics and manufacturing equipment		3 – 10 years
Computer equipment		3 – 5 years
Software		3 years
Furniture and fixtures		3 – 5 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Expenditures for maintenance and repairs are expensed when incurred and betterments that extend the useful lives of property and equipment are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated, and any gain or loss is reflected in the statement of operations.

Leases

In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over

the term of a lease. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods.

Some of the Company's leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable lease payments for common area maintenance, utility, insurance, and tax. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio.

Impairment of Long-Lived Assets

The Company evaluates its long-lived asset for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets.

Goodwill

Goodwill is initially recorded when the purchase price paid for a business acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company evaluates goodwill at the reporting unit level for impairment annually, or when an indicator of potential impairment exists. The Company has one reporting unit.

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.

The revenue recognized for Product Development Contract Revenue and Product Revenue were as follows:


	For the year ended December 31,
(In thousands)	2023		2022
Product Development Contract Revenue	$	5,256	$	14,239
Product Revenue		890		330
Revenue, net	$	6,146	$	14,569

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 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 are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2021	$	788		$	221		$	94		$	36		$	30
Increase/(decrease), net		1,078			3,939			(32	)		(25	)		(30	)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62		$	11		$	—
Increase/(decrease), net		(1,311	)		(2,126	)		(12	)		(10	)		75
Ending Balance as of December 31, 2023	$	555		$	2,034		$	50		$	1		$	75

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 year ended December 31, 2023, the Company did not recognize any revenue related to deferred revenue which existed at December 31, 2022. During the year ended December 31, 2022, the Company recognized all of the deferred revenue which existed at December 31, 2021.

Remaining performance obligations

As of December 31, 2023, the Company had backlog, or revenue related to remaining performance obligations, of $8.1 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.

Research and Development Costs

Research and development expenses consist of costs incurred for experimentation, design and testing and are expensed as incurred.

Sales and Marketing Costs

Marketing costs include product demonstration, customer service, lead generation, public relations, market research and internal labor, and are expensed as incurred.

Stock-Based Compensation

The Company calculates the fair value of all stock-based awards, including stock options, restricted stock units and restricted stock awards on the date of grant. The Company values stock options using the Black-Scholes option-pricing model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected

dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. The Company records forfeitures as they occur.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases and financial reporting bases of assets and liabilities. Deferred income taxes represent future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, to ascertain whether it is more likely than not that deferred tax assets will be realized. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.

Recently Adopted and Issued Accounting Standard Pronouncements

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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

Recently Issued Accounting Standard Pronouncements

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2026 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect a material impact on its consolidated financial statements related to ASU 2023-09.

Earn-Out Shares - Additional Information (Details)	12 Months Ended
Earn-Out Shares - Additional Information (Details)	Dec. 31, 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

Stock-based Compensation - Summary of RSA Activity (Details) - Restricted Stock Awards	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	854,871
Number of shares, granted \| shares	4,479
Number of shares, released \| shares	(859,350)
Weighted average fair value, beginning balance \| $ / shares	$ 52.70
Weighted average fair value, granted \| $ / shares	34.98
Weighted average fair value, released \| $ / shares	$ 52.62

- Definition

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

+ References

+ Details

Leases - Schedule of Undiscounted Future Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2024	$ 1,968
2025	1,619
2026	1,488
2027	1,529
2028	1,571
2029 and thereafter	7,465
Total lease payments	15,640
Less interest	3,244
Present value of lease liabilities	$ 12,396

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 23,139	$ 35,159
Marketable securities	15,947	79,337
Accounts receivable	555	1,866
Unbilled receivables	2,034	4,160
Inventories	1,065	3,562
Prepaid expenses and other current assets	2,323	5,015
Total current assets	45,063	129,099
Property and equipment, net	4,842	7,640
Intangible assets, net		19,116
Operating lease assets	10,092	11,283
Other non-current assets	429	487
Total assets	60,426	167,625
Current liabilities:
Accounts payable	1,291	3,620
Accrued liabilities	5,805	6,025
Current operating lease liabilities	1,360	887
Total current liabilities	8,456	10,532
Operating lease liabilities	11,036	12,387
Other non-current liabilities	29	256
Total liabilities	19,521	23,175
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, $0.0001 par value, 165,000,000 shares authorized as of December 31, 2023, and December 31, 2022; 25,877,865 and 25,708,519 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively	3	3
Additional paid-in capital	459,113	447,085
Accumulated other comprehensive income (loss)	3	(17)
Accumulated deficit	(418,214)	(302,621)
Total stockholders' equity	40,905	144,450
Total liabilities and stockholders' equity	$ 60,426	$ 167,625

Warrants - Additional Information (Details) - $ / shares		12 Months Ended
	Jan. 20, 2021	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding		20,549,453
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share
Class of Warrant or Right [Line Items]
Redemption of warrants price per share		$ 108
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 $18.00 Per Share \| Minimum
Class of Warrant or Right [Line Items]
Warrants reference value per share		$ 108
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
Warrants price per share		$ 0.1
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		$ 0
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
Common Stock
Class of Warrant or Right [Line Items]
Shares of common stock per warrant		1
Warrant exercise price		$ 11.5
Expiration date		Sep. 24, 2026
Warrant expiration term		5 years
IPO
Class of Warrant or Right [Line Items]
Issuance of shares (in Shares)	27,600,000
Sale of warrants (in Shares)	7,270,000

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable
Opening Balance	$ 1,866	$ 788
Increase/(decrease), net	(1,311)	1,078
Ending Balance	555	1,866
Unbilled receivable
Opening Balance	4,160	221
Increase/(decrease), net	2,126	3,939
Ending Balance	2,034	4,160
Contract assets (current)
Opening Balance	62	94
Increase/(decrease), net	12	(32)
Ending Balance	50	62
Contract assets (long-term)
Opening Balance	11	36
Increase/(decrease), net	(10)	(25)
Ending Balance	1	11
Deferred revenue (current)
Opening Balance		30
Increase/(decrease), net	(75)	$ (30)
Ending Balance	$ 75

Acquisition - 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

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1)	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months

Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finance leases		$ 3
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Total other non-current liabilities	Total other non-current liabilities
Warrant liabilities	$ 29	$ 253
Total other non-current liabilities	$ 29	$ 256

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	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	35,645	35,645
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)					1,047,406
Shares repurchased for payment of tax withholdings and other	(8,103)	(8,103)
Shares repurchased for payment of tax withholdings and other (in Shares)					(403,546)
Exercise of stock options	$ 683	683
Exercise of stock options (in Shares)	315,730				315,703
Common stock and assumed equity awards in connection with a business acquisition	$ 59,410	59,410
Common stock and assumed equity awards in connection with a business acquisition (In Shares)					1,795,446
Other comprehensive loss	(17)		$ (17)
Net loss	(157,130)			(157,130)
Ending balance at Dec. 31, 2022	144,450	447,085	(17)	(302,621)	$ 3
Ending balance (in Shares) at Dec. 31, 2022					25,708,519
Stock-based compensation	12,043	12,043
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					219,175
Shares repurchased for payment of tax withholdings and other	(15)	(15)
Shares repurchased for payment of tax withholdings and other (in Shares)					(49,829)
Other comprehensive loss	20		20
Net loss	(115,593)			(115,593)
Ending balance at Dec. 31, 2023	$ 40,905	$ 459,113	$ 3	$ (418,214)	$ 3
Ending balance (in Shares) at Dec. 31, 2023					25,877,865

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Balance Sheet Components [Line Items]
Prepaid insurance	$ 873	$ 3,420
Other prepaid expenses and assets	422	404
Total prepaid expenses and other current assets	2,323	5,015
Software
Schedule Of Balance Sheet Components [Line Items]
Other assets	$ 1,028	$ 1,191

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities	$	4,973	$	—	$	—	$	4,973
Marketable securities:
U.S. treasury securities		15,947		—		—		15,947
Total assets	$	20,920	$	—	$	—	$	20,920

Liabilities:
Warrant liability	$	—	$	29	$	—	$	29
Total liabilities	$	—	$	29	$	—	$	29


	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

Schedule of Reconciliation from Operating Balances to Closing Balances for Level 3 Values

The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values:


(In thousands)
Balance at December 31, 2021	$	13,701
Warrant liability transferred out of Level 3		(13,701	)
Balance at December 31, 2022	$	—

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (115,593)	$ (157,130)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
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+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue, net	$ 6,146	$ 14,569
Operating expenses:
Cost of revenue (exclusive of items shown separately below)	5,041	11,614
Research and development	39,012	34,144
General and administrative	31,454	63,480
Sales and marketing	10,828	9,949
Intangible amortization expense	2,821	2,184
Asset write-down and restructuring	37,946
Goodwill impairment		70,236
Total operating expenses	127,102	191,607
Loss from operations	(120,956)	(177,038)
Interest income, net	3,294	1,831
Gain on warrant liability	162	13,442
Other income, net	1,914	743
Loss before income taxes (expense) benefit	(115,586)	(161,022)
Income tax (expense) benefit	(7)	3,892
Net loss	$ (115,593)	$ (157,130)
Net loss per share
Basic net loss per share	$ (4.51)	$ (6.42)
Diluted net loss per share	$ (4.51)	$ (6.42)
Weighted-average shares used in computing net loss per share
Weighted average shares outstanding, Basic	25,639,270	24,473,212
Weighted average shares outstanding, Diluted	25,639,270	24,473,212

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Components of Lease Costs for Operating Leases

Lease costs for operating leases are as follows:


	Year ended
(In thousands)	December 31, 2023		December 31, 2022
Operating lease cost	$	1,859	$	1,640
Variable lease cost		773		786
Total lease cost	$	2,632	$	2,426

Summary of Lease Term and Discount Rate Assumptions

The following table summarizes the Company’s lease term and discount rate assumptions:


	Year ended
	December 31, 2023			December 31, 2022
Operating leases
Weighted-average remaining lease term (years)		9.0			9.7
Weighted-average discount rate:		5.4	%		5.4	%

Supplemental Cash Flow and Other Information Related to Leases

Supplemental cash flow and other information related to leases:


	Year ended
(In thousands)	December 31, 2023		December 31, 2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	1,546	$	1,674
Right-of-use assets obtained in a noncash exchange for new lease liabilities:
Operating leases	$	—	$	633

Schedule of Undiscounted Future Minimum Lease Payments Under Noncancelable Operating Leases

Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022 are as follows:


(In thousands)	Operating Leases
2024	$	1,968
2025		1,619
2026		1,488
2027		1,529
2028		1,571
2029 and thereafter		7,465
Total lease payments		15,640
Less interest		3,244
Present value of lease liabilities	$	12,396

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate intrinsic value of options exercised		$ 6,050
Expected dividend yield	0.00%
Stock-based compensation expense	$ 12,043	$ 35,645
Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	48 months
Weighted-average grant date fair value	$ 1.81	$ 5.76
Options, expiration period	10 years
Stock-based compensation expense	$ 10,400
Period for recognition of unrecognized compensation cost related to non-vested stock awards	2 years 6 months
Minimum \| Service Vesting Rights \| Restricted Stock
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
Maximum \| Service Vesting Rights \| Restricted Stock
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
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]
Total number of shares	5.0
Due to failure to vest, additional shares added	2.1
Stock - based compensation exercisable period	10 years
Number of shares available for grant	2.7
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

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

6. 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. The Company estimated the reporting unit's fair value under an income approach using a discounted cash flow model. The income approach used the reporting unit's projections of estimated operating results and cash flows that were discounted using a market participant discount rate based on the weighted-average cost of capital. The main assumptions supporting the cash flow projections include, but are not limited to, revenue growth, margins, discount rate, and terminal growth rate. The financial projections reflect management's best estimate of economic and market conditions over the projected period, including forecasted revenue growth, margins, capital expenditures, depreciation and amortization. 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

Acquired intangible assets, net consisted of the following:


	December 31, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	1,000	$	—		—
Developed technology		9,600		9,600		—		—
Customer relationships		10,700		10,700		—		—
Total	$	21,300	$	21,300	$	—


	December 31, 2022
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	111	$	889		5
Developed technology		9,600		1,280		8,320		4
Customer relationships		10,700		793		9,907		8
Total	$	21,300	$	2,184	$	19,116

The Company recorded $2.8 million and $2.2 million of amortization expense during the years ended December 31, 2023 and 2022, respectively, which was recorded as intangible amortization expense in the consolidated statement of operations. As a result of the Company’s product development reprioritization announced in November 2023, the Company reassessed the remaining useful-lives of its intangible assets. The Company recorded $16.3 million of accelerated amortization expense during the year ended December 31, 2023, which is included in asset write-down and restructuring in the consolidated statements of operations.

Acquisition (Tables)

12 Months Ended

Dec. 31, 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

Income Taxes - Reconciliation of Beginning and Ending Amount of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation And Qualifying Accounts Disclosure [Line Items]
Change in valuation allowance	$ 34,100	$ 9,100
Valuation Allowance, Deferred Tax Asset
Valuation And Qualifying Accounts Disclosure [Line Items]
Valuation allowance at beginning of year	44,540	35,476
Change in valuation allowance	34,075	9,064
Valuation allowance at end of year	$ 78,615	$ 44,540

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Jul. 05, 2023	Dec. 31, 2023 USD ($) Segment Customer $ / shares shares	Dec. 31, 2022 USD ($) Customer $ / shares shares
Summaryof Significant Accounting Policies Details [Line Items]
Cash, cash equivalents and marketable securities		$ 39,100,000	$ 114,500,000
Accumulated deficit		(418,200,000)
Working capital		36,600,000
Revenue, Remaining Performance Obligation, Amount		$ 8,100,000
Earn-outs, up to an aggregate \| shares		12,137,608	11,325,388
Common stock, shares issued \| shares		25,877,865	25,708,519
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001
Deferred Revenue, Revenue Recognized		$ 0	$ 0
Allowance for doubtful receivables		0	0
Impairment loss recognized		30,101,000
Operating right-of-use assets		$ 10,092,000	11,283,000
Operating lease liabilities			$ 12,396,000
Number of reporting unit \| Segment		1
Reverse stock split	1-for-6 reverse stock split
Reverse stock split, ratio	0.00167
Accelerated amortization of intangible assets		$ 16,300,000
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]		Restructuring Costs and Asset Impairment Charges
Restructuring Efforts Announced In July
Summaryof Significant Accounting Policies Details [Line Items]
Restructuring charges		$ 10,600,000
Write-down of inventory		4,400,000
Impairment of Certain Fixed Assets		700,000
Cash Severance and Benefit Payment		1,100,000
Acceleration of stock-based compensation expense		4,400,000
Restructuring Efforts Announced In November
Summaryof Significant Accounting Policies Details [Line Items]
Restructuring charges		27,300,000
Write-down of inventory		6,900,000
Accelerated amortization of intangible assets		16,900,000
Accelerated depreciation		1,200,000
Cash Severance and Benefit Payment		1,800,000
Contract restructuring accruals		$ 500,000
ASU 2016-13
Summaryof Significant Accounting Policies Details [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]		true
Accounts Receivable \| Credit Concentration Risk
Summaryof Significant Accounting Policies Details [Line Items]
Number of customer \| Customer		3	3
Accounts Receivable \| Credit Concentration Risk \| Customer Three
Summaryof Significant Accounting Policies Details [Line Items]
Concentration risk, percentage		90.00%	81.00%
Revenue \| Customer Concentration Risk
Summaryof Significant Accounting Policies Details [Line Items]
Number of customer \| Customer		5	3
Revenue \| Customer Concentration Risk \| Customer Five
Summaryof Significant Accounting Policies Details [Line Items]
Concentration risk, percentage		85.00%
Revenue \| Customer Concentration Risk \| Customer Three
Summaryof Significant Accounting Policies Details [Line Items]
Concentration risk, percentage			74.00%

Segment Information - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
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 \| $	$ 1.9	$ 2.8

- Definition

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

+ References

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

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

9. Stock-based Compensation

2021 Stock Plan

Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”) provides stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARS”) and performance awards for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, outstanding awards granted under the 2021 Plan 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 December 31, 2023, 2.7 million shares were available for grant under the 2021 Plan.

2015 Stock Plan

The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock options, RSUs, RSAs, SARS and performance awards for issuance to Company employees, officers, directors, non-employee agents and consultants. Outstanding awards under the 2015 Plan 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. No further awards may be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan as described above.

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 years ended December 31, 2023 and 2022:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2021		1,671,282		$	19.68		7.2	$	67,173
Granted (a)		1,255,904		12.31
Exercised		(315,730	)	2.16					6,050
Cancelled		(233,953	)	33.08
Outstanding – December 31, 2022		2,377,503		$	16.80		7.1	$	698
Granted		1,859,200		2.78
Cancelled		(1,391,619	)	12.35
Outstanding – December 31, 2023		2,845,084		$	9.82		7.2	$	91
Exercisable – December 31, 2022		1,415,219		$	9.51		5.8	$	698
Exercisable – December 31, 2023		1,250,104		$	11.62		5.0	$	91

(a) In connection with the acquisition of RE2, the Company assumed certain outstanding options to acquire RE2 common stock which, following such assumption, were converted to options to acquire 0.6 million shares of the Company’s Common Stock at a weighted-average exercise price of $6.30 per share.

For options granted during the years ended December 31, 2023 and 2022, the weighted-average grant-date fair value was $1.81 and $5.76 per option, respectively.

The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions:

Expected Term—Options granted generally vest over a period of 48 months and expire 10 years from date of grant. The Company uses the simplified method when calculating expected term due to insufficient historical information.

Expected Volatility—Due to insufficient historical information the Company uses a blended approach when calculating expected volatility. The Company uses its historic data for the periods it has been publicly-traded and a benchmark of other comparable public companies’ volatility rates.

Expected Dividend Yield—The dividend yield used is zero as the Company does not have a history of paying dividends on its Common Stock and does not anticipate doing so in the foreseeable future.

Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

The Company calculated the fair value of options granted under the 2021 Plan on the respective dates of grant using the following weighted average assumptions:


	Years ended
	December 31, 2023			December 31, 2022
Options
Risk-free interest rate		3.61	%		3.19	%
Expected term (in years)	6.08			6.09
Expected dividend yield		—	%		—	%
Expected volatility		69.96	%		68.52	%

The following summarizes the Company’s employee RSU activity for the years ended December 31, 2023 and 2022:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		299,597		$	28.25
Granted		551,529		19.51
Released		(188,067	)		18.30
Cancelled		(60,498	)	41.58
Outstanding – December 31, 2022		602,561		$	22.01
Granted		1,383,938			2.56
Released		(219,175	)		18.36
Cancelled		(587,209	)	12.76
Outstanding – December 31, 2023		1,180,115		$	4.49

RSUs granted generally include service vesting periods of one to four years.

The following summarizes the Company’s employee RSA activity for the year ended December 31, 2022:


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		854,871		$	52.70
Granted		4,479			34.98
Released		(859,350	)		52.62
Outstanding – December 31, 2022		—		$	—

The Company did not have any RSA activity for the year ended December 31, 2023.

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


	For the year ended December 31,
(In thousands)	2023		2022
Cost of revenue	$	107	$	87
Research and development		1,127		712
Sales and marketing		808		863
General and administrative		5,606		33,983
Asset write-down and restructuring		4,395		—
Total stock-based compensation expense	$	12,043	$	35,645

As of December 31, 2023, there was approximately $10.4 million of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.5 years.

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Inventories

Inventories, net consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Raw materials	$	—	$	2,081
Work-in-process		—		180
Finished goods, net		1,065		1,301
Total inventories	$	1,065	$	3,562

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Prepaid insurance	$	873	$	3,420
Software		1,028		1,191
Other prepaid expenses and assets		422		404
Total prepaid expenses and other current assets	$	2,323	$	5,015

Property and Equipment, Net

Property and equipment, net

Property and equipment, net consist of the following:


(In thousands)	December 31, 2023			December 31, 2022
Robotics and manufacturing equipment	$	1,841		$	1,610
Leasehold improvements		4,458			4,442
Computer equipment		1,729			1,719
Financed leased computer equipment		19			271
Software		44			389
Furniture and fixtures, and other fixed assets		1,018			1,835
Property and equipment, gross		9,109			10,266
Accumulated depreciation		(4,267	)		(2,626	)
Property and equipment, net	$	4,842		$	7,640

Accrued Liabilities

Accrued liabilities

Accrued liabilities consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Payroll and related costs	$	3,913	$	4,271
Contract restructuring accrual		506		—
Legal accrual		547		234
Other accrued expenses and current liabilities		839		1,520
Total accrued liabilities	$	5,805	$	6,025

Other Non-Current Liabilities

Other non-current liabilities

Other non-current liabilities consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Finance leases	$	—	$	3
Warrant liabilities		29		253
Total other non-current liabilities	$	29	$	256

Stock-based Compensation - Schedule of Fair Value of Option Grants (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	3.61%	3.19%
Expected term (in years)	6 years 29 days	6 years 1 month 2 days
Expected dividend yield	0.00%
Expected volatility	69.96%	68.52%

Employee Benefits

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefits

14. Employee Benefits

The Company has defined contribution 401(k) plans covering substantially all employees as of December 31, 2023. The plans allow 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 contributions. The Company recognized $1.5 million and $0.9 million of expense for 401(k) matching contributions during the twelve months ended December 31, 2023 and 2022, respectively.

Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Accrued expenses	$ 283	$ 656
Stock compensation	3,293	2,969
Research credits	8,527	4,787
Research and experimental capitalization	18,238	8,713
Lease liability	3,592	3,626
Intangibles	308
Net operating loss carryforwards	48,496	34,205
Other	3	34
Total gross deferred tax assets	82,740	54,990
Less valuation allowance	(78,615)	(44,540)
Total deferred tax assets	4,125	10,450
Deferred tax liabilities:
Property and equipment	(1,201)	(1,978)
Intangibles		(5,389)
Right-of-use-asset	(2,924)	(3,083)
Total deferred tax liabilities	$ (4,125)	$ (10,450)

Earn-Out Shares

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Earn-Out Shares

7. Earn-Out Shares

As a result of the Business Combination 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 December 31, 2023, there remained 4,687,500 Earn-Out Shares potentially issuable.

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Total assets	$ 20,920	$ 79,337
Liabilities:
Total liabilities	29	253
U.S. Treasury Securities
Assets:
Cash equivalents	4,973
Marketable securities	15,947	79,337
Warrant Liability
Liabilities:
Total liabilities	29	253
Fair Value, Inputs, Level 1
Assets:
Total assets	20,920	79,337
Fair Value, Inputs, Level 1 \| U.S. Treasury Securities
Assets:
Cash equivalents	4,973
Marketable securities	15,947	79,337
Fair Value, Inputs, Level 2
Liabilities:
Total liabilities	29	253
Fair Value, Inputs, Level 2 \| Warrant Liability
Liabilities:
Total liabilities	$ 29	$ 253

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (115,593)	$ (157,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	12,043	35,645
Depreciation of property and equipment	1,554	1,409
Amortization of intangible assets	2,821	2,184
Change in fair value of warrant liability	(162)	(13,442)
Amortization of investment discount	(2,055)	(1,494)
Asset write-down	30,101
Goodwill impairment		70,236
Changes in operating assets and liabilities
Accounts receivable	1,311	(257)
Unbilled receivable	2,126	(1,972)
Inventories	(8,759)	(2,090)
Prepaid expenses and other current assets	2,167	4,440
Other non-current assets	1,249	960
Accounts payable	(2,326)	1,539
Accrued liabilities	253	(798)
Other non-current liabilities	(1,350)	(4,621)
Net cash used in operating activities	(76,620)	(65,391)
Cash flows from investing activities:
Purchases of property and equipment	(782)	(1,498)
Acquisition of a business, net of cash acquired		(29,687)
Purchases of marketable securities	(64,536)	(177,860)
Maturities of marketable securities	130,000	100,000
Net cash provided by (used in) investing activities	64,682	(109,045)
Cash flows from financing activities:
Proceeds from exercise of stock options		683
Shares repurchased for payment of tax withholdings	(78)	(8,107)
Payment of obligations under capital leases	(4)	(95)
Net cash used in financing activities	(82)	(7,519)
Net decrease in cash, cash equivalents	(12,020)	(181,955)
Cash and cash equivalents at beginning of period	35,159	217,114
Cash and cash equivalents at end of period	23,139	35,159
Supplemental disclosure of cash flow information:
Cash paid for interest		6
Cash paid for income taxes	$ 7
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		$ 33

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (115,593)	$ (157,130)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale investments	20	(17)
Total other comprehensive income (loss)	20	(17)
Comprehensive loss	$ (115,573)	$ (157,147)

- Definition

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

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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//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
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-Subparagraph (f)
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-Publisher FASB
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-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

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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

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-Subparagraph (a)
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-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts includedin measurement of liabilities:
Operating cash flows from operating leases	$ 1,546	$ 1,674
Right-of-use assets obtained in a noncash exchange for new lease liabilities:
Operating leases		$ 633

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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	25,877,865	25,708,519
Common stock, shares outstanding	25,877,865	25,708,519

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

4. Leases

The Company leases real estate for office space under operating leases with varying expiration dates through 2033. Leases are categorized at their commencement date, which is the date the Company takes possession or control of the underlying asset. Certain of the operating leases include renewal options ranging from three to five years, which are not recognized as part of the right-of-use assets as the Company is not reasonably certain that the options will be exercised.

Lease costs for operating leases are as follows:


	Year ended
(In thousands)	December 31, 2023		December 31, 2022
Operating lease cost	$	1,859	$	1,640
Variable lease cost		773		786
Total lease cost	$	2,632	$	2,426

The following table summarizes the Company’s lease term and discount rate assumptions:


	Year ended
	December 31, 2023			December 31, 2022
Operating leases
Weighted-average remaining lease term (years)		9.0			9.7
Weighted-average discount rate:		5.4	%		5.4	%

Supplemental cash flow and other information related to leases:


	Year ended
(In thousands)	December 31, 2023		December 31, 2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	1,546	$	1,674
Right-of-use assets obtained in a noncash exchange for new lease liabilities:
Operating leases	$	—	$	633

Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022 are as follows:


(In thousands)	Operating Leases
2024	$	1,968
2025		1,619
2026		1,488
2027		1,529
2028		1,571
2029 and thereafter		7,465
Total lease payments		15,640
Less interest		3,244
Present value of lease liabilities	$	12,396

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. 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 December 31, 2023 and 2022.

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 December 31, 2023 and 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.

Stock-based Compensation - Schedule of Stock Options Activity (Parenthetical) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options assumed	1,859,200	1,255,904
Options assumed weighted-average exercise price	$ 2.78	$ 12.31
RE2, Inc
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options assumed	600,000
Options assumed weighted-average exercise price	$ 6.3

- Definition

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

+ References

+ Details

Document and Entity Information - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023	Feb. 14, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Document Annual Report	true
Document Transition Report	false
Entity Public Float			$ 41.5
Entity Common Stock, Shares Outstanding		25.9
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2023. Except with respect to information specifically incorporated by reference, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.
Auditor Name	Ernst & Young LLP
Auditor Location	Salt Lake City, Utah
Auditor Firm ID	42
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
Redeemable Warrants, Exercisable for Shares of Common Stock
Document Information [Line Items]
Trading Symbol	STRCW
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ

Equity - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders Equity Details [Line Items]
Common stock, shares authorized	165,000,000	165,000,000
Common stock, shares issued	25,877,865	25,708,519
Common stock, shares outstanding	25,877,865	25,708,519
Stock-based compensation expense	$ 12,043	$ 35,645

Stock-based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance	602,561	299,597
Number of shares, granted	1,383,938	551,529
Number of shares, released	(219,175)	(188,067)
Number of shares, cancelled	(587,209)	(60,498)
Number of shares, ending balance	1,180,115	602,561
Weighted average fair value, beginning balance	$ 22.01	$ 28.25
Weighted average fair value, granted	2.56	19.51
Weighted average fair value, released	18.36	18.3
Weighted average fair value, cancelled	12.76	41.58
Weighted average fair value, ending balance	$ 4.49	$ 22.01

Fair Value Measurements - Schedule of Reconciliation from Operating Balances to Closing Balances for Level 3 Values (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Measurements Details Scheduleoffairvalueofwarrantliabilities [Line Items]
Beginning balance	$ 13,701
Warrant liability transfered out of Level 3	$ (13,701)

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,968
2025	1,619
2026	1,488
2027	1,529
2028	1,571
2029 and thereafter	7,465
Total lease payments	$ 15,640

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Acquired Intangible Assets, Net

Acquired intangible assets, net consisted of the following:


	December 31, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	1,000	$	—		—
Developed technology		9,600		9,600		—		—
Customer relationships		10,700		10,700		—		—
Total	$	21,300	$	21,300	$	—


	December 31, 2022
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	111	$	889		5
Developed technology		9,600		1,280		8,320		4
Customer relationships		10,700		793		9,907		8
Total	$	21,300	$	2,184	$	19,116

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 6,146	$ 14,569
Product Development Contract Revenue
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	5,256	14,239
Product Revenue
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 890	$ 330

- 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

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation expenses	$ 2.8	$ 1.4
Shutting Down of Facilities
Property, Plant and Equipment [Line Items]
Depreciation expenses	$ 1.2

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Undiscounted Future Minimum Lease Payments Under Noncancelable Operating Leases

Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022 are as follows:


(In thousands)	Operating Leases
2024	$	1,968
2025		1,619
2026		1,488
2027		1,529
2028		1,571
2029 and thereafter		7,465
Total lease payments		15,640
Less interest		3,244
Present value of lease liabilities	$	12,396

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 9,109	$ 10,266
Accumulated depreciation	(4,267)	(2,626)
Property and equipment, net	4,842	7,640
Robotics and Manufacturing Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	1,841	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	1,729	1,719
Financed Leased Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	19	271
Software
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	44	389
Furniture and fixtures, and other fixed assets
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 1,018	$ 1,835

Goodwill and Intangible Assets - Summary of Acquired Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 21,300	$ 21,300
Accumulated Amortization	2,184	21,300
Net Carrying Amount	19,116
Trade Name and Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000	1,000
Accumulated Amortization	111	1,000
Net Carrying Amount	$ 889
Weighted Average Remaining Useful Life (in years)	5 years
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,600	9,600
Accumulated Amortization	1,280	9,600
Net Carrying Amount	$ 8,320
Weighted Average Remaining Useful Life (in years)	4 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 10,700	10,700
Accumulated Amortization	793	$ 10,700
Net Carrying Amount	$ 9,907
Weighted Average Remaining Useful Life (in years)	8 years

Warrants

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Warrants

8. 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 December 31, 2023, there were 20,549,453 Warrants outstanding.

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.

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following summarizes the Company’s stock option activity for the years ended December 31, 2023 and 2022:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2021		1,671,282		$	19.68		7.2	$	67,173
Granted (a)		1,255,904		12.31
Exercised		(315,730	)	2.16					6,050
Cancelled		(233,953	)	33.08
Outstanding – December 31, 2022		2,377,503		$	16.80		7.1	$	698
Granted		1,859,200		2.78
Cancelled		(1,391,619	)	12.35
Outstanding – December 31, 2023		2,845,084		$	9.82		7.2	$	91
Exercisable – December 31, 2022		1,415,219		$	9.51		5.8	$	698
Exercisable – December 31, 2023		1,250,104		$	11.62		5.0	$	91

Schedule of Fair Value of Option Grants

The Company calculated the fair value of options granted under the 2021 Plan on the respective dates of grant using the following weighted average assumptions:


	Years ended
	December 31, 2023			December 31, 2022
Options
Risk-free interest rate		3.61	%		3.19	%
Expected term (in years)	6.08			6.09
Expected dividend yield		—	%		—	%
Expected volatility		69.96	%		68.52	%

Summary of RSU and RSA Activity

The following summarizes the Company’s employee RSU activity for the years ended December 31, 2023 and 2022:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		299,597		$	28.25
Granted		551,529		19.51
Released		(188,067	)		18.30
Cancelled		(60,498	)	41.58
Outstanding – December 31, 2022		602,561		$	22.01
Granted		1,383,938			2.56
Released		(219,175	)		18.36
Cancelled		(587,209	)	12.76
Outstanding – December 31, 2023		1,180,115		$	4.49

The following summarizes the Company’s employee RSA activity for the year ended December 31, 2022:


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		854,871		$	52.70
Granted		4,479			34.98
Released		(859,350	)		52.62
Outstanding – December 31, 2022		—		$	—

Schedule of Stock Based Compensation Expense

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


	For the year ended December 31,
(In thousands)	2023		2022
Cost of revenue	$	107	$	87
Research and development		1,127		712
Sales and marketing		808		863
General and administrative		5,606		33,983
Asset write-down and restructuring		4,395		—
Total stock-based compensation expense	$	12,043	$	35,645

Acquisition - 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

Employee Benefits - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Maximum defer net employment income percentage	100.00%	100.00%
Expense for 401(k) matching contributions	$ 1.5	$ 0.9

Acquisition

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition

5. Acquisition

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.

Income Taxes - Additional Information (Details) - USD ($)		12 Months Ended
	Aug. 16, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Loss before provision for income taxes		$ 115,586,000	$ 161,022,000
Valuation allowance		78,615,000	44,540,000
Change in valuation allowance		34,100,000	9,100,000
Net operating loss carryforwards		48,496,000	34,205,000
Research and development credit carryforward		8,527,000	4,787,000
Unrecognized tax benefits		2,446,000	3,898,000	$ 2,634,000
Deferred tax benefit related to reduction of valuation allowance			(3,895,000)
Inflation Reduction Act [Member]
Operating Loss Carryforwards [Line Items]
Minimum corporate tax percentage	15.00%
Minimum average adjusted amount	$ 1,000,000,000
Federal [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss		201,500,000	141,300,000		$ 7,600,000
Research and development credit carryforward		8,400,000	6,600,000
Unrecognized tax benefits		1,800,000
State [Member]
Operating Loss Carryforwards [Line Items]
State net operating losses		145,500,000	107,800,000
Research and development credit carryforward		3,100,000
Utah [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss		116,200,000	96,800,000
Net operating loss carryforwards		116,200,000
Research and development credit carryforward		1,800	2,000,000
Unrecognized tax benefits		300,000	$ 1,000,000
Deferred tax assets, operating loss, carried forward indefinitely		109,900,000
Pennsylvania [Member]
Operating Loss Carryforwards [Line Items]
State net operating losses		27,000,000
Research and development credit carryforward		1,300,000
Unrecognized tax benefits		$ 300,000

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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Total Amount of Revenue

The total amount of revenue for each such customer was as follows:


(In thousands)	2023		2022
Customer A	$	1,618	$	1,884
Customer B		1,116		2,848
Customer C		883	*
Customer D		815		5,988
Customer E		808	*

* The customer’s related revenue was less than 10% of the Company’s revenue for the respective year.

Schedule of Estimated Useful Lives by Asset

The estimated useful lives by asset classification are generally as follows:


		Useful life
Robotics and manufacturing equipment		3 – 10 years
Computer equipment		3 – 5 years
Software		3 years
Furniture and fixtures		3 – 5 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Summary of the Total Amount of Revenue for Each Such Customer

The revenue recognized for Product Development Contract Revenue and Product Revenue were as follows:


	For the year ended December 31,
(In thousands)	2023		2022
Product Development Contract Revenue	$	5,256	$	14,239
Product Revenue		890		330
Revenue, net	$	6,146	$	14,569

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 are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2021	$	788		$	221		$	94		$	36		$	30
Increase/(decrease), net		1,078			3,939			(32	)		(25	)		(30	)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62		$	11		$	—
Increase/(decrease), net		(1,311	)		(2,126	)		(12	)		(10	)		75
Ending Balance as of December 31, 2023	$	555		$	2,034		$	50		$	1		$	75

Acquisition - 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

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Total Amount of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	$ 6,146	$ 14,569
Customer A
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	1,618	1,884
Customer B
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	1,116	2,848
Customer C
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	883
Customer D
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	815	$ 5,988
Customer E
Summaryof Significant Accounting Policies Details [Line Items]
Revenue	$ 808

- Definition

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

+ References

+ Details

Balance Sheet Components - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials		$ 2,081
Work-in-process		180
Finished goods, net	$ 1,065	1,301
Total inventories	$ 1,065	$ 3,562

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives by Asset (Details)	Dec. 31, 2023
Summaryof Significant Accounting Policies Details [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Leasehold Improvements
Robotics and Manufacturing Equipment \| Maximum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	10 years
Robotics and Manufacturing Equipment \| Minimum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	3 years
Computer Equipment \| Maximum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	5 years
Computer Equipment \| Minimum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	3 years
Software
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	3 years
Furniture and Fixtures \| Maximum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	5 years
Furniture and Fixtures \| Minimum
Summaryof Significant Accounting Policies Details [Line Items]
Property and equipment, useful lives	3 years

Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income Before Taxes (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State tax provision	5.00%	1.60%
Change in valuation allowance	(29.50%)	(6.90%)
Change in valuation allowance - acquisition		2.40%
Research credits	2.00%	1.20%
Change in effective tax rate	0.40%	0.60%
Goodwill impairment		(9.20%)
Warrant revaluation		1.80%
Disallowed executive compensation	(0.30%)	(9.70%)
Stock compensation	1.80%	0.50%
Unrecognized tax benefits	1.20%	(0.60%)
Other	2.00%	(0.30%)
Total provision for income taxes	0.00%	2.40%

Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Options outstanding, beginning balance	2,377,503	1,671,282
Options granted	1,859,200	1,255,904
Options exercised		(315,730)
Options cancelled	(1,391,619)	(233,953)
Options outstanding, ending balance	2,845,084	2,377,503	1,671,282
Options exercisable	1,250,104	1,415,219
Options outstanding, weighted average exercise price, beginning balance	$ 16.8	$ 19.68
Options granted, weighted average exercise price	2.78	12.31
Options exercised, weighted average exercise price		2.16
Options cancelled, weighted average exercise price	12.35	33.08
Options outstanding, weighted average exercise price, ending balance	9.82	16.8	$ 19.68
Options exercisable, weighted average exercise price	$ 11.62	$ 9.51
Options outstanding, weighted average remaining contractual term	7 years 2 months 12 days	7 years 1 month 6 days	7 years 2 months 12 days
Options exercisable, weighted average remaining contractual term	5 years	5 years 9 months 18 days
Options outstanding, aggregate intrinsic value	$ 91	$ 698	$ 67,173
Options exercised, aggregate intrinsic value		6,050
Options exercisable, aggregate intrinsic value	$ 91	$ 698

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

3. Balance Sheet Components

Inventories

Inventories, net consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Raw materials	$	—	$	2,081
Work-in-process		—		180
Finished goods, net		1,065		1,301
Total inventories	$	1,065	$	3,562

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Prepaid insurance	$	873	$	3,420
Software		1,028		1,191
Other prepaid expenses and assets		422		404
Total prepaid expenses and other current assets	$	2,323	$	5,015

Property and equipment, net

Property and equipment, net consist of the following:


(In thousands)	December 31, 2023			December 31, 2022
Robotics and manufacturing equipment	$	1,841		$	1,610
Leasehold improvements		4,458			4,442
Computer equipment		1,729			1,719
Financed leased computer equipment		19			271
Software		44			389
Furniture and fixtures, and other fixed assets		1,018			1,835
Property and equipment, gross		9,109			10,266
Accumulated depreciation		(4,267	)		(2,626	)
Property and equipment, net	$	4,842		$	7,640

Depreciation expenses were $2.8 million for the year ended December 31, 2023, $1.2 million of which was accelerated depreciation related to shutting down our facilities in Pittsburgh, Pennsylvania, which is included in asset write-down and restructuring on the consolidated statements of operations. Depreciation expenses were $1.4 million for the year ended December 31, 2022. Amortization of assets under finance leases is included as part of depreciation expense.

Accrued liabilities

Accrued liabilities consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Payroll and related costs	$	3,913	$	4,271
Contract restructuring accrual		506		—
Legal accrual		547		234
Other accrued expenses and current liabilities		839		1,520
Total accrued liabilities	$	5,805	$	6,025

Other non-current liabilities

Other non-current liabilities consist of the following:


(In thousands)	December 31, 2023		December 31, 2022
Finance leases	$	—	$	3
Warrant liabilities		29		253
Total other non-current liabilities	$	29	$	256

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

11. Income taxes

Loss before provision for income taxes was $115.6 million and $161.0 million for the years ended December 31, 2023 and 2022, respectively, all of which was generated in the United States. The Company’s provision for income taxes consists of the following:


	For the twelve months ended December 31,
(In thousands)	2023			2022
Current:
Federal	$	—		$	—
State		(7	)		(3	)
Total current		(7	)		(3	)
Deferred:
Federal		24,972			9,005
State		9,109			2,064
Change in valuation allowance		(34,081	)		(7,174	)
Total deferred		—			3,895
Total income tax benefit (expense)	$	(7	)	$	3,892

The Company’s provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows:


	For the twelve months ended December 31,
(In thousands)	2023			2022
Statutory federal income tax rate		21.0	%		21.0	%
State tax provision		5.0			1.6
Change in valuation allowance		(29.5	)		(6.9	)
Change in valuation allowance - acquisition		—			2.4
Research credits		2.0			1.2
Change in effective tax rate		0.4			0.6
Goodwill impairment		—			(9.2	)
Warrant revaluation		—			1.8
Disallowed executive compensation		(0.3	)		(9.7	)
Stock compensation		(1.8	)		0.5
Unrecognized tax benefits		1.2			(0.6	)
Other		2.0			(0.3	)
Total provision for income taxes		0.0	%		2.4	%

As of December 31, 2023 and 2022, the net deferred tax assets consisted of the following:


	December 31,
(In thousands)	2023			2022
Deferred tax assets:
Accrued expenses	$	283		$	656
Stock compensation		3,293			2,969
Research credits		8,527			4,787
Research and experimental capitalization		18,238			8,713
Lease liability		3,592			3,626
Intangibles		308			—
Net operating loss carryforwards		48,496			34,205
Other		3			34
Total gross deferred tax assets		82,740			54,990
Less valuation allowance		(78,615	)		(44,540	)
Total deferred tax assets		4,125			10,450
Deferred tax liabilities:
Property and equipment		(1,201	)		(1,978	)
Intangibles		—			(5,389	)
Right-of-use-asset		(2,924	)		(3,083	)
Total deferred tax liabilities		(4,125	)		(10,450	)
Net deferred tax assets	$	—		$	—

Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. The Company had cumulative losses from continuing operations for the three-year period ended December 31, 2023, all of which were in the United States. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, at December 31, 2023, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of December 31, 2023, a valuation allowance has been recorded on the Company’s deferred tax assets to recognize only the portion of the deferred tax asset that is more likely than not to be recognized. The Company’s total valuation allowance was $78.6 million at December 31, 2023 and $44.5 million at December 31, 2022. The Company’s valuation allowance increased $34.1 million and $9.1 million during the fiscal years ended December 31, 2023 and 2022, respectively. A reconciliation of the beginning and ending amount of the valuation allowance is as follows:


	December 31,
(In thousands)	2023		2022
Valuation allowance at beginning of year	$	44,540	$	35,476
Change in valuation allowance		34,075		9,064
Valuation allowance at end of year	$	78,615	$	44,540

As of December 31, 2023, the Company had cumulative federal net operating losses of approximately $201.5 million. Of these losses, $7.6 million were generated in 2015 through 2017, prior to the Tax Cuts and Jobs Act enactment, and will expire between 2035 to 2037 if not utilized. The remaining net operating losses have an indefinite carryforward period. As of December 31, 2022, the Company had cumulative federal net operating losses of approximately $141.3 million.

As of December 31, 2023, the Company had a $8.4 million deferred tax asset related to a federal research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $1.8 million. If not utilized, the credits will expire between 2034 through 2043. As of December 31, 2022, the Company had a $6.6 million deferred tax asset related to a federal research and development credit carryforward.

As of December 31, 2023, the Company had state net operating losses of approximately $145.5 million. Of the total state net operating losses, approximately $116.2 million is attributable to Utah. Utah law allows unused net operating losses arising in tax years beginning after December 31, 2017 to be carried forward indefinitely. Of the total $116.2 million of Utah net operating losses, $109.9 million are carried forward indefinitely, and the remaining net operating losses will expire beginning in 2035 through 2037. Of the total state net operating losses, approximately $27.0 million is attributable to Pennsylvania. Pennsylvania net operating losses will expire between 2034 through 2043. The remaining state net operating loss carryforwards are attributable to various other states with varying expiration periods. As of December 31, 2022, the Company had cumulative state net operating losses of approximately $107.8 million. Of the total state net operation losses as of December 31, 2022, approximately $96.8 million is attributable to Utah.

As of December 31, 2023, the Company had a $3.1 million deferred tax asset related to state research and development credits carryforward. Of the total state research and development credits, approximately $1.8 million is attributable to Utah. This credit has been offset by a liability for unrecognized tax benefits of $0.3 million. If not utilized, the credits will expire between 2029 through 2037. Of the total state research and development credits, approximately $1.3 million is attributable to Pennsylvania. This credit has been offset by a liability for unrecognized tax benefits of $0.3 million. If not utilized, the credits will expire between 2033 through 2036. As of December 31, 2022, the Company had a $2.0 million deferred tax asset related to a Utah research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $1.0 million.

ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2023, the Company had a $2.4 million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. As of December 31, 2022, the Company had a $3.9 million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. There would be no impact to the Company’s effective rate if the unrecognized tax benefits were recognized. A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows:


	Years ended December 31,
(In thousands)	2023			2022
Unrecognized tax benefits at the beginning of year	$	3,898		$	2,634
Gross increases – current year tax positions		1,170			1,264
Gross decreases – prior year tax positions		(2,622	)		—
Unrecognized tax benefits at end of year	$	2,446		$	3,898

The Company files U.S. and various state tax returns in jurisdictions with various statutes of limitation. As of December 31, 2023, the tax returns for fiscal year 2015 through fiscal year 2022 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2023, there are no income tax returns currently under audit.

On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law by President Biden. The IRA includes a corporate minimum tax of 15% on certain large corporations with greater than $1 billion in average adjusted financial statement income and an excise tax on certain stock repurchases executed after December 31, 2022. There are no impacts to the Company in 2023, and the Company does not expect a material impact on its consolidated financial statements in the future for the IRA.

- 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

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

13. 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 year ended December 31, 2023, the Company had $1.9 million of revenue earned from customers located outside the United States. During the year ended December 31, 2022, the Company had $2.8 million 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
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-Section 50
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (115,593)	$ (157,130)
Denominator:
Weighted average shares outstanding, Basic	25,639,270	24,473,212
Weighted average shares outstanding, Diluted	25,639,270	24,473,212
Basic net loss per share	$ (4.51)	$ (6.42)
Diluted net loss per share	$ (4.51)	$ (6.42)
Anti-dilutive securities, excluded	12,137,608	11,325,388

- Definition

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

+ References

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-Topic 250
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits at the beginning of year	$ 3,898	$ 2,634
Gross increases - current year tax positions	1,170	1,264
Gross decreases - prior year tax positions	(2,622)
Unrecognized tax benefits at end of year	$ 2,446	$ 3,898

Fair Value Measurements - Additional Information (Details) $ in Millions	Dec. 31, 2023 USD ($)
Fair Value Disclosures [Abstract]
Available-for-sale debt securities with maturity dates within one year	$ 20.9

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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

Basis of Presentation and Consolidation

Business Combination

Reverse Stock Split

Asset Write-Down and Restructuring

Use of Estimates

Liquidity and Capital Resources

Concentration of Credit Risk

Accounts receivable

Revenue


(In thousands)	2023		2022
Customer A	$	1,618	$	1,884
Customer B		1,116		2,848
Customer C		883	*
Customer D		815		5,988
Customer E		808	*

* The customer’s related revenue was less than 10% of the Company’s revenue for the respective year.

Cash and Cash Equivalents

Accounts Receivable

Inventories

Property and Equipment


		Useful life
Robotics and manufacturing equipment		3 – 10 years
Computer equipment		3 – 5 years
Software		3 years
Furniture and fixtures		3 – 5 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Leases

Impairment of Long-Lived Assets

Goodwill

Revenue Recognition

(1)

(2)

(3)

(4)

(5)

Revenue from Contracts with Customers

Product Development Contract Revenue

Product Revenue

The revenue recognized for Product Development Contract Revenue and Product Revenue were as follows:


	For the year ended December 31,
(In thousands)	2023		2022
Product Development Contract Revenue	$	5,256	$	14,239
Product Revenue		890		330
Revenue, net	$	6,146	$	14,569

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 are as follows:


(In thousands)	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2021	$	788		$	221		$	94		$	36		$	30
Increase/(decrease), net		1,078			3,939			(32	)		(25	)		(30	)
Ending Balance as of December 31, 2022	$	1,866		$	4,160		$	62		$	11		$	—
Increase/(decrease), net		(1,311	)		(2,126	)		(12	)		(10	)		75
Ending Balance as of December 31, 2023	$	555		$	2,034		$	50		$	1		$	75

Remaining performance obligations

Research and Development Costs

Research and development expenses consist of costs incurred for experimentation, design and testing and are expensed as incurred.

Sales and Marketing Costs

Marketing costs include product demonstration, customer service, lead generation, public relations, market research and internal labor, and are expensed as incurred.

Stock-Based Compensation

Income Taxes

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Standard Pronouncements

Leases - Components of Lease Costs for Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease cost	$ 1,859	$ 1,640
Variable lease cost	773	786
Total lease cost	$ 2,632	$ 2,426

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

The Company’s provision for income taxes consists of the following:


	For the twelve months ended December 31,
(In thousands)	2023			2022
Current:
Federal	$	—		$	—
State		(7	)		(3	)
Total current		(7	)		(3	)
Deferred:
Federal		24,972			9,005
State		9,109			2,064
Change in valuation allowance		(34,081	)		(7,174	)
Total deferred		—			3,895
Total income tax benefit (expense)	$	(7	)	$	3,892

Schedule of Statutory Federal Income Tax Rate to Income Before Taxes

The Company’s provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows:


	For the twelve months ended December 31,
(In thousands)	2023			2022
Statutory federal income tax rate		21.0	%		21.0	%
State tax provision		5.0			1.6
Change in valuation allowance		(29.5	)		(6.9	)
Change in valuation allowance - acquisition		—			2.4
Research credits		2.0			1.2
Change in effective tax rate		0.4			0.6
Goodwill impairment		—			(9.2	)
Warrant revaluation		—			1.8
Disallowed executive compensation		(0.3	)		(9.7	)
Stock compensation		(1.8	)		0.5
Unrecognized tax benefits		1.2			(0.6	)
Other		2.0			(0.3	)
Total provision for income taxes		0.0	%		2.4	%

Schedule of Net Deferred Tax Assets

As of December 31, 2023 and 2022, the net deferred tax assets consisted of the following:


	December 31,
(In thousands)	2023			2022
Deferred tax assets:
Accrued expenses	$	283		$	656
Stock compensation		3,293			2,969
Research credits		8,527			4,787
Research and experimental capitalization		18,238			8,713
Lease liability		3,592			3,626
Intangibles		308			—
Net operating loss carryforwards		48,496			34,205
Other		3			34
Total gross deferred tax assets		82,740			54,990
Less valuation allowance		(78,615	)		(44,540	)
Total deferred tax assets		4,125			10,450
Deferred tax liabilities:
Property and equipment		(1,201	)		(1,978	)
Intangibles		—			(5,389	)
Right-of-use-asset		(2,924	)		(3,083	)
Total deferred tax liabilities		(4,125	)		(10,450	)
Net deferred tax assets	$	—		$	—

Reconciliation of Beginning and Ending Amount of Valuation Allowance

A reconciliation of the beginning and ending amount of the valuation allowance is as follows:


	December 31,
(In thousands)	2023		2022
Valuation allowance at beginning of year	$	44,540	$	35,476
Change in valuation allowance		34,075		9,064
Valuation allowance at end of year	$	78,615	$	44,540

Reconciliation of Beginning and Ending Amounts of Unrecognized Benefits


	Years ended December 31,
(In thousands)	2023			2022
Unrecognized tax benefits at the beginning of year	$	3,898		$	2,634
Gross increases – current year tax positions		1,170			1,264
Gross decreases – prior year tax positions		(2,622	)		—
Unrecognized tax benefits at end of year	$	2,446		$	3,898

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2,821	$ 2,184
Accelerated amortization of intangible assets	$ 16,300

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

10. 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 twelve months ended December 31, 2023 and 2022, respectively:


	For the twelve months ended December 31,
(In thousands, except share and per share data)	2023			2022
Numerator:
Net loss	$	(115,593	)	$	(157,130	)
Denominator:
Weighted average shares outstanding, basic and diluted		25,639,270			24,473,212
Basic and diluted net loss per share	$	(4.51	)	$	(6.42	)
Anti-dilutive securities, excluded		12,137,608			11,325,388

Basic and diluted net loss per share attributable to common stockholders is the same for the twelve months ended December 31, 2023 and 2022, as the inclusion of potential shares of Common Stock would have been anti‑dilutive for the periods presented.

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 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 twelve months ended December 31, 2023 and 2022, respectively:


	For the twelve months ended December 31,
(In thousands, except share and per share data)	2023			2022
Numerator:
Net loss	$	(115,593	)	$	(157,130	)
Denominator:
Weighted average shares outstanding, basic and diluted		25,639,270			24,473,212
Basic and diluted net loss per share	$	(4.51	)	$	(6.42	)
Anti-dilutive securities, excluded		12,137,608			11,325,388