0001558370-24-007065 | 10-Q | XBRL Viewer

Risks and Fair Value (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Concentration of Credit Risk and of Significant Suppliers and Customers


	For the			For the
	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2024			2023
Customer 1		51	%		52	%
Customer 2		20			25
Customer 3		13			13


	As of
	March 31,			December 31,
	2024			2023
Customer 1		51	%	50	%
Customer 2		24		28
Customer 3		13		11

Schedule of change in fair value of derivative liabilities


		For the		For the
		Three Months Ended		Three Months Ended
		March 31,		March 31,
		2024		2023
Change in the fair value of the Conversion Option Derivative Liability	$	2,598	$	(6,563)
Change in the fair value of Royalty Fee Derivative Liability		(7,235)		—
Barings Royalty Fee		(515)		—
Total	$	(5,152)	$	(6,563)

Schedule of assets and liabilities measured at fair Value on recurring basis


	Fair Value Measurements as of
	March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	475,764	$	—	$	—	$	475,764

Liability:
Derivative liability	$	—	$	—	$	19,624	$	19,624


	Fair Value Measurements as of
	December 31, 2023 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	187,951	$	—	$	—	$	187,951

Liability:
Derivative liabilities	$	—	$	—	$	29,987	$	29,987

Royalty Fee Derivative Liability

Risks and Fair Value

Schedule of main inputs to valuing the Derivative Liability


	As of
	March 31,			December 31,
	2024			2023
Revenue volatility		70.0	%		67.0	%
Revenue discount rate		16.1	%		15.8	%

Derivative Liability

3 Months Ended

Mar. 31, 2024

Derivative Liability

Derivative Liability

8. Derivative Liability

Barings Credit Agreement

The Barings Credit Agreement (Note 7) contains an embedded Royalty Fee Obligation that meets the criteria to be bifurcated and accounted for separately from the Barings Credit Facility (the “Royalty Fee Derivative Liability”). The Royalty Fee Derivative Liability was recorded at fair value upon the entering into the Barings Credit Facility and is subsequently remeasured to fair value at each reporting period. The Royalty Fee Derivative Liability was initially valued and is remeasured using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis with the embedded Royalty Fee Obligation and then valuing the instrument without the embedded Royalty Fee Obligation. Royalty payments are estimated using a Monte Carlo simulation. Refer to Note 9 for details regarding the determination of fair value.

A roll-forward of the Royalty Fee Derivative Liability is as follows:


	As of
Balance at December 31, 2023	$	12,389
Change in fair value		7,235
Balance at March 31, 2024	$	19,624

Convertible Notes

The Convertible Notes (Note 7), which were extinguished in March 2024, contained the Conversion Option Derivative Liability, an embedded conversion option that meets the criteria to be bifurcated and accounted for separately from the Convertible Notes. The Conversion Option Derivative Liability was recorded at fair value upon the issuance of the Convertible Notes and was subsequently remeasured to fair value at each reporting period. The Conversion Option Derivative Liability was initially valued and was subsequently remeasured using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis with the embedded conversion option and then valuing the instrument without the embedded conversion option. The difference between the entire instrument with the embedded conversion option compared to the instrument without the embedded conversion option is the fair value of the derivative, recorded as the Conversion Option Derivative Liability. Refer to Note 9 for details regarding the determination of fair value.

A roll-forward of the Conversion Option Derivative Liability is as follows:


	As of
Balance at December 31, 2023	$	17,598
Change in fair value		(2,598)
Balance at March 28, 2024		15,000
Extinguishment in connection with Conversion		(15,000)
Balance at March 31, 2024	$	—

Expenses - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Expenses
Accrued rebates and programs	$ 5,487	$ 5,117
Accrued payroll and related expenses	5,367	8,156
Accrued professional fees	1,887	691
Accrued other	1,576	1,525
Accrued interest payable on Barings Credit Facility (Note 7)	885	803
Accrued research and development expenses	838	1,488
Accrued interest payable on Convertible Notes (Note 7)		10,886
Total	$ 16,040	$ 28,666

Commitments and Contingencies	3 Months Ended
Mar. 31, 2024
Commitments and Contingencies.
Commitments and Contingencies	14. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred any material costs as a result of such indemnifications.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

14. Commitments and Contingencies

Indemnification Agreements

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred any material costs as a result of such indemnifications.

Derivative Liability (Tables)

3 Months Ended

Mar. 31, 2024

Convertible Notes

Financial Liabilities

Summary of roll-forward of the derivative liability


	As of
Balance at December 31, 2023	$	17,598
Change in fair value		(2,598)
Balance at March 28, 2024		15,000
Extinguishment in connection with Conversion		(15,000)
Balance at March 31, 2024	$	—

Barings Credit Facility

Financial Liabilities

Summary of roll-forward of the derivative liability


	As of
Balance at December 31, 2023	$	12,389
Change in fair value		7,235
Balance at March 31, 2024	$	19,624

- Definition

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

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+ Details

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

Financial Liabilities - MidCap Credit Agreement (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended
	Mar. 12, 2023	Aug. 31, 2023	Mar. 31, 2023	Mar. 31, 2023
Financial Liabilities
Proceeds From Issuance of Protective Advance				$ 2,000
Repayment of Protective Advance				$ 2,000
MidCap Credit Facility
Financial Liabilities
Proceeds From Issuance of Protective Advance	$ 2,000
Repayment of Protective Advance			$ 2,000
Repayment of debt		$ 26,157

- 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

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Condensed Consolidated Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	154,704,086	114,963,193
Common stock, shares outstanding	154,704,086	114,963,193

Cash Equivalents and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2024

Cash Equivalents and Restricted Cash

Reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows


	March 31,		March 31,
	2024		2023
Cash and cash equivalents	$	482,888	$	79,026
Restricted cash (current)		150		—
Restricted cash (non-current)		1,614		1,764
Total cash, cash equivalents and restricted cash as shown on the statements of cash flows	$	484,652	$	80,790

Expenses

3 Months Ended

Mar. 31, 2024

Expenses

Expenses

6. Expenses

Accrued expenses and other current liabilities consisted of the following:


	March 31,		December 31,
	2024		2023
Accrued rebates and programs	$	5,487	$	5,117
Accrued payroll and related expenses		5,367		8,156
Accrued professional fees		1,887		691
Accrued other		1,576		1,525
Accrued interest payable on Barings Credit Facility (Note 7)		885		803
Accrued research and development expenses		838		1,488
Accrued interest payable on Convertible Notes (Note 7)		—		10,886
	$	16,040	$	28,666

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

16. Subsequent Events

On April 16, 2024, the board of directors of the Company amended the Company’s 2019 Inducement Plan, as amended, to increase the aggregate number of shares issuable thereunder from 3,804,000 to 4,804,000 shares of common stock.

On May 1, 2024 the Company executed a separation and release of claims agreement (the “Separation Agreement”) with Antony Mattessich, who served as the Company’s President and Chief Executive Officer until April 14, 2024. In accordance with the terms of his employment agreement and subject to the Separation Agreement becoming effective, Mr. Mattessich is entitled to receive, among other consideration, (i) twenty-four (24) months of pay at his most recent base salary rate; (ii) the acceleration of any equity awards (including for any stock options and restricted stock units) held by him that vest solely based on his continued performance of services to the Company, so such equity awards become vested, exercisable and nonforfeitable with respect to the portion of such equity awards that would otherwise have vested, become exercisable or become nonforfeitable as of May 2, 2026; and (iii) a period of 24 months to exercise stock option awards, subject to the terms of the stock incentive plans under which such options have been granted and the final exercise dates under the stock option agreements evidencing the grant of such stock options. The Company cannot make an estimate of the impact of the Separation Agreement on its consolidated financial statements at this time.

Stock-Based Awards (Tables)

3 Months Ended

Mar. 31, 2024

Stock-Based Awards

Schedule of stock-based compensation expense related to stock options


	Three Months Ended
	March 31,
	2024		2023
Research and development	$	1,453	$	1,141
Selling and marketing		837		1,043
General and administrative		5,688		2,388
	$	7,978	$	4,572

Cash Equivalents and Restricted Cash

3 Months Ended

Mar. 31, 2024

Cash Equivalents and Restricted Cash

Cash Equivalents and Restricted Cash

4. Cash Equivalents and Restricted Cash

The Company’s unaudited condensed consolidated statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statement of cash flows is as follows:


	March 31,		March 31,
	2024		2023
Cash and cash equivalents	$	482,888	$	79,026
Restricted cash (current)		150		—
Restricted cash (non-current)		1,614		1,764
Total cash, cash equivalents and restricted cash as shown on the statements of cash flows	$	484,652	$	80,790

The Company held restricted cash as security deposits for its real estate leases.

Nature of the Business

3 Months Ended

Mar. 31, 2024

Nature of the Business

Nature of the Business

1. Nature of the Business

Ocular Therapeutix, Inc. (the “Company”) was incorporated on September 12, 2006 under the laws of the State of Delaware. The Company is a biopharmaceutical company committed to enhancing people’s vision and quality of life through the development and commercialization of innovative therapies for wet age-related macular degeneration, diabetic retinopathy, and other diseases and conditions of the eye. AXPAXLI (axitinib intravitreal implant), the Company’s product candidate for retinal disease, is based on its ELUTYX proprietary bioresorbable hydrogel-based formulation technology.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, regulatory approval and compliance, reimbursement, uncertainty of market acceptance of products and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. Approved products will require significant sales, marketing and distribution support.

The Company is currently commercializing DEXTENZA (dexamethasone insert) 0.4mg, an intracanalicular insert for the treatment of post-surgical ocular inflammation and pain and for the treatment of ocular itching associated with allergic conjunctivitis, in the United States. The Company’s most advanced product candidate, AXPAXLI, is in Phase 3 clinical development for the treatment of wet age-related macular degeneration; the Company’s other advanced programs and product candidates are in either Phase 1 or Phase 2 clinical development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval and adequate reimbursement or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapidly changing technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company may not be able to generate significant revenue from sales of any product for several years, if at all. Accordingly, the Company will need to obtain additional capital to finance its operations.

The Company has incurred losses and negative cash flows from operations since its inception, and the Company expects to continue to generate operating losses and negative cash flows from operations in the foreseeable future. As of March 31, 2024, the Company had an accumulated deficit of $762,426. Based on its current operating plan which includes estimates of anticipated cash inflows from product sales and cash outflows from operating expenses and capital expenditures, the Company believes that its existing cash and cash equivalents of $482,888 as of March 31, 2024 will enable it to fund its planned operating expenses, debt service obligations and capital expenditures at least through the next 12 months from the issuance date of these unaudited condensed consolidated financial statements while the Company observes a minimum liquidity covenant of $20,000 in its credit facility (Note 7).

The future viability of the Company is dependent on the Company’s ability to generate cash flows from the sales of DEXTENZA and sales of our product candidates, if and as approved, and raise additional capital to finance its operations. The Company will need to finance its operations through public or private securities offerings, debt financings, collaborations, strategic alliances, licensing agreements, royalty agreements, or marketing and distribution agreements. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs for product candidates, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.

Nature of the Business and (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Aug. 02, 2023	Mar. 31, 2023
Nature of Business
Accumulated deficit	$ 762,426	$ 697,578
Cash and cash equivalents	482,888	$ 195,807		$ 79,026
Barings Credit Facility
Nature of Business
Debt Instrument, covenants, minimum liquidity requirement	$ 20,000		$ 20,000

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 482,888	$ 195,807
Accounts receivable, net	26,546	26,179
Inventory	2,574	2,305
Restricted cash	150	150
Prepaid expenses and other current assets	7,666	7,794
Total current assets	519,824	232,235
Property and equipment, net	11,450	11,739
Restricted cash	1,614	1,614
Operating lease assets	6,059	6,472
Total assets	538,947	252,060
Current liabilities:
Accounts payable	6,453	4,389
Accrued expenses and other current liabilities	16,040	28,666
Deferred revenue	263	255
Operating lease liabilities	1,542	1,586
Total current liabilities	24,298	34,896
Other liabilities:
Operating lease liabilities, net of current portion	6,407	6,878
Derivative liabilities	19,624	29,987
Deferred revenue, net of current portion	14,068	14,135
Notes payable, net	66,456	65,787
Other non-current liabilities	111	108
Convertible Notes, net		9,138
Total liabilities	130,964	160,929
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized and no shares issued or outstanding at March 31, 2024 and December 31, 2023, respectively
Common stock, $0.0001 par value; 200,000,000 shares authorized and 154,704,086 and 114,963,193 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	15	12
Additional paid-in capital	1,170,394	788,697
Accumulated deficit	(762,426)	(697,578)
Total stockholders' equity	407,983	91,131
Total liabilities and stockholders' equity	$ 538,947	$ 252,060

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Total revenue, net	$ 14,774	$ 13,374
Costs and operating expenses:
Cost, Product and Service [Extensible List]	Product revenue, net	Product revenue, net
Cost of product revenue	$ 1,326	$ 1,214
Research and development	20,735	14,747
Selling and marketing	10,183	10,835
General and administrative	14,147	9,127
Total costs and operating expenses	46,391	35,923
Loss from operations	(31,617)	(22,549)
Other income (expense):
Interest income	3,922	563
Interest expense	(4,051)	(1,768)
Change in fair value of derivative liabilities	(5,152)	(6,563)
Loss on extinguishment of debt	(27,950)
Other expense		(1)
Total other income (expense), net	(33,231)	(7,769)
Net loss	$ (64,848)	$ (30,318)
Net loss per share, basic (in dollars per share)	$ (0.49)	$ (0.39)
Weighted average common shares outstanding, basic (in shares)	132,021,945	77,386,287
Net loss per share, diluted (in dollars per share)	$ (0.49)	$ (0.39)
Weighted average common shares outstanding, diluted (in shares)	132,021,945	77,386,287
Product revenue, net
Revenue:
Total revenue, net	$ 14,715	$ 13,214
Collaboration revenue
Revenue:
Total revenue, net	$ 59	$ 160

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transactions
Accounts payable	$ 6,453		$ 4,389
Accrued expenses	16,040		28,666
WilmerHale \| Chief Business Officer
Related Party Transactions
Expenses incurred	1,080	$ 394
Accounts payable	0		298
Accrued expenses	1,014		0
Heier Consulting LLC \| Related Party
Related Party Transactions
Expenses incurred	5	$ 2
Accounts payable	0		6
Accrued expenses	$ 5		$ 0
Total grant date fair value of stock-based awards granted	$ 96

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Net Loss Per Share

Net Loss Per Share

13. Net Loss Per Share

Basic net loss per share was calculated as follows for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss attributable to common stockholders	$	(64,848)	$	(30,318)
Denominator:
Weighted average common shares outstanding, basic		132,021,945		77,386,287
Net loss per share - basic	$	(0.49)	$	(0.39)

For the three months ended March 31, 2024 and 2023, respectively, there was no dilutive impact from potentially issuable common shares, therefore, diluted net loss per share was the same as basic net loss per share. As of March 31, 2024, the Pre-Funded Warrants (Note 10) are included in the calculation of basic and diluted net loss per share.

The Company excluded the following potentially issuable common shares, outstanding as of March 31, 2024 and 2023, respectively, from the computation of diluted net loss per share for the three months ended March 31, 2024 and 2023, respectively, because they had an anti-dilutive impact.


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	20,660,472	16,546,260
Restricted stock units	3,253,436	1,708,741
Shares issuable in connection with conversion of Convertible Notes, if converted	—	5,769,232
	23,913,908	24,024,233

Subsequent Events (Details) - shares	May 01, 2024	Apr. 16, 2024	Apr. 15, 2024	Feb. 20, 2024	Feb. 19, 2024
2019 Inducement Plan
Subsequent Events
Number of shares of common stock authorized for issuance				3,804,000	1,054,000
Subsequent Event \| Separation Agreement
Subsequent Events
Base salary rate term	24 months
Excercise equity awards term	24 months
Subsequent Event \| 2019 Inducement Plan
Subsequent Events
Number of shares of common stock authorized for issuance		4,804,000	3,804,000

Licensing Agreements and Deferred Revenue

3 Months Ended

Mar. 31, 2024

Licensing Agreements and Deferred Revenue

Licensing Agreements and Deferred Revenue

3. Licensing Agreements and Deferred Revenue

Incept License Agreement (in-licensing)

On September 13, 2018, the Company entered into a second amended and restated license agreement with Incept, LLC (“Incept”) to use and develop certain intellectual property (the “Incept License Agreement”). Under the Incept License Agreement, as amended and restated, the Company was granted a worldwide, perpetual, exclusive license to use specific Incept technology to develop and commercialize products that are delivered to or around the human eye for diagnostic, therapeutic or prophylactic purposes relating to ophthalmic diseases or conditions. The Company is obligated to pay low single-digit royalties on net sales of commercial products developed using the licensed technology, commencing with the date of the first commercial sale of such products and until the expiration of the last to expire of the patents covered by the license.

The terms and conditions of the Incept License Agreement are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.

Royalties paid under this agreement related to product sales (the “Incept Royalties”) were $440 and $417 for the three months ended March 31, 2024 and 2023, respectively. The Incept Royalties have been charged to cost of product revenue.

AffaMed License Agreement (out-licensing)

On October 29, 2020, the Company entered into a license agreement (“AffaMed License Agreement”) with AffaMed Therapeutic Limited (“AffaMed”) for the development and commercialization of the Company’s DEXTENZA product regarding ocular inflammation and pain following cataract surgery and allergic conjunctivitis and for the Company’s PAXTRAVA product candidate (collectively the “AffaMed Licensed Products”) regarding open-angle glaucoma or ocular hypertension, in each case in mainland China, Taiwan, Hong Kong, Macau, South Korea, and the countries of the Association of Southeast Asian Nations. The Company retains development and commercialization rights for the AffaMed Licensed Products in the rest of the world.

The terms and conditions of the AffaMed License Agreement are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.

The Company recognized collaboration revenue related to its performance obligation regarding the conduct of a Phase 2 clinical trial of PAXTRAVA (the “Phase 2 Clinical Trial of PAXTRAVA performance obligation”) of $59 and $160 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the aggregate amount of the transaction price allocated to the partially unsatisfied Phase 2 Clinical Trial of PAXTRAVA performance obligation was $331. This amount is expected to be recognized as this performance obligation is satisfied through June 2025.

Deferred revenue activity for the three months ended March 31, 2024 was as follows:



	Deferred Revenue
Deferred revenue at December 31, 2023	$	14,390
Amounts recognized into revenue		(59)
Deferred revenue at March 31, 2024	$	14,331

Financial Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Barings Credit Facility

Debt Instrument [Line Items]

Summary of debt


	March 31,		December 31,
	2024		2023
Barings Credit Facility	$	82,474		82,474
Less: unamortized discount		(16,018)		(16,687)
Total	$	66,456		65,787

- Definition

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

+ References

+ Details

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

12. Income Taxes

The Company did not provide for any income taxes in its unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, respectively. The Company has provided a valuation allowance for the full amount of its net deferred tax assets because, at March 31, 2024 and December 31, 2023, it was more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would not be realized.

- 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

Financial Liabilities - Barings Credit Agreement - Terms (Details) - Barings Credit Facility - USD ($) $ in Thousands	Aug. 02, 2023	Mar. 31, 2024
Financial Liabilities
Borrowing capacity under the agreement	$ 82,474
Principal amount of debt issued	82,474
Proceeds from issuance of debt, net	$ 77,290
Royalty fees payable as percentage of net sales.	3.50%
Minimum liquidity amount	$ 20,000	$ 20,000
SOFR-based rate
Financial Liabilities
Interest rate floor (as a percent)	1.50%
Basis spread (as a percent)	6.75%
Change of control, Entered After Six Months, but Before Twelve Months, After Closing Date.
Financial Liabilities
Royalty fees payable reduction , percentage of total credit facility amount.	30.00%

Stock-Based Awards - Additional Information (Details)	3 Months Ended
Stock-Based Awards - Additional Information (Details)	Mar. 31, 2024 item $ / shares shares	Feb. 20, 2024 shares	Feb. 19, 2024 shares	Jan. 01, 2024 shares	Dec. 31, 2023 shares
Stock-Based Awards
Number of stock based compensation plans \| item	3
Common Stock
Stock-Based Awards
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs, shares	32,413,560
2021 Stock Incentive Plan and 2019 Inducement Plan \| Common Stock
Stock-Based Awards
Shares issuable under options, granted (in shares)	5,817,746
Exercise price (in dollars per share) \| $ / shares	$ 7.29
2021 Incentive Plan
Stock-Based Awards
Number of shares of common stock available for issuance	994,099
2021 Incentive Plan \| Common Stock
Stock-Based Awards
Shares issuable under options, granted (in shares)	4,290,727
2019 Inducement Plan
Stock-Based Awards
Number of shares of common stock authorized for issuance		3,804,000	1,054,000
Number of shares of common stock available for issuance	819,077
2019 Inducement Plan \| Common Stock
Stock-Based Awards
Shares issuable under options, granted (in shares)	1,527,019
2014 Employee Stock Purchase Plan
Stock-Based Awards
Number of shares of common stock authorized for issuance				606,186	398,784
Number of shares of common stock available for issuance	606,186
Restricted Stock Units (RSUs)
Stock-Based Awards
Granted (in shares)	2,278,416
Number of RSU is equivalent to common share	1
Stock-based awards expired or forfeited (in shares)	119,604
Restricted Stock Units (RSUs) \| 2021 Incentive Plan
Stock-Based Awards
Granted (in shares)	1,343,137
Restricted Stock Units (RSUs) \| 2019 Inducement Plan
Stock-Based Awards
Granted (in shares)	935,279
Employee Stock Option
Stock-Based Awards
Stock-based awards expired or forfeited (in shares)	308,681

Financial Liabilities - Barings Credit Agreement - Summary (Details) - Barings Credit Facility - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Credit Agreement
Debt instrument carrying amount	$ 82,474	$ 82,474
Less: unamortized discount	(16,018)	(16,687)
Total	66,456	$ 65,787
Due for repayment in 2029	$ 82,474

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Net Loss Per Share

Schedule of basic net loss income per share attributable to common stockholders


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss attributable to common stockholders	$	(64,848)	$	(30,318)
Denominator:
Weighted average common shares outstanding, basic		132,021,945		77,386,287
Net loss per share - basic	$	(0.49)	$	(0.39)

Schedule of antidilutive securities, excluded from computation of diluted net loss per share


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	20,660,472	16,546,260
Restricted stock units	3,253,436	1,708,741
Shares issuable in connection with conversion of Convertible Notes, if converted	—	5,769,232
	23,913,908	24,024,233

Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Inventory

Components of inventory


	March 31,		December 31,
	2024		2023
Raw materials	$	329	$	302
Work-in-process		915		1,012
Finished goods		1,330		991
	$	2,574	$	2,305

Equity (Details) - USD ($)					1 Months Ended	3 Months Ended
Equity (Details) - USD ($)	Mar. 28, 2024	Feb. 26, 2024	Feb. 21, 2024	Aug. 09, 2021	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, par value					$ 0.0001	$ 0.0001		$ 0.0001
Valued at the closing price						$ 52,499,000
Convertible Notes
Class of Stock [Line Items]
Conversion shares common stock	5,769,232				5,769,232
Common Stock
Class of Stock [Line Items]
Number of shares issued						32,413,560
Conversion shares common stock						5,769,232
Additional Paid-in Capital
Class of Stock [Line Items]
Valued at the closing price						$ 52,499,000
Additional Paid-in Capital \| Convertible Notes
Class of Stock [Line Items]
Valued at the closing price	$ 52,499,000
Securities Purchase Agreement
Class of Stock [Line Items]
Number of shares issued			32,413,560
Common stock, par value			$ 0.0001
Common stock, price per share			$ 7.52
Securities Purchase Agreement \| Pre-Funded Warrants
Class of Stock [Line Items]
Number of shares callable by warrants			10,805,957
Offering price of warrants			$ 7.519
Weighted average exercise price to purchase common stock			$ 0.001
Private Placement
Class of Stock [Line Items]
Gross proceeds from private placement		$ 316,353
2021 Sales Agreement \| Common Stock
Class of Stock [Line Items]
Number of shares issued						0	0
Maximum aggregate proceeds from offering				$ 100,000,000

Financial Liabilities - Convertible Notes, Terms (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 28, 2024	Mar. 31, 2024	Mar. 31, 2024	Mar. 01, 2019
Financial Liabilities
Loss on extinguishment of debt			$ (27,950)
Convertible Notes
Financial Liabilities
Principal amount of debt issued				$ 37,500
Interest rate (as a percent)				6.00%
Conversion shares common stock	5,769,232	5,769,232
Total fair value amount		$ 52,499
Accrued interest		11,361
Conversion of debt, derecognition of principal		(37,500)
Conversion of debt, unamortized discount		(27,950)
Conversion of debt, conversion option derivative liability		$ (15,000)
Loss on extinguishment of debt			$ (27,950)

Risks and Fair Value

3 Months Ended

Mar. 31, 2024

Risks and Fair Value

Risks and Fair Value

9. Risks and Fair Value

Concentration of Credit Risk and of Significant Suppliers and Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company has its cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company is dependent on a small number of third-party manufacturers to supply products for research and development activities in its preclinical and clinical programs and for sales of its products. The Company’s development programs as well as revenue from future product sales could be adversely affected by a significant interruption in the supply of any of the components of these products.

Three specialty distributor customers accounted for the following percentages of the Company’s total revenue:


	For the			For the
	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2024			2023
Customer 1		51	%		52	%
Customer 2		20			25
Customer 3		13			13

Three specialty distributor customers accounted for the following percentages of the Company’s accounts receivable, net:


	As of
	March 31,			December 31,
	2024			2023
Customer 1		51	%	50	%
Customer 2		24		28
Customer 3		13		11

Change in Fair Value of Derivative Liabilities

Other income (expenses) from the change in the fair values of derivative liabilities as presented on the Company’s consolidated statements of operations and comprehensive loss includes the following:


		For the		For the
		Three Months Ended		Three Months Ended
		March 31,		March 31,
		2024		2023
Change in the fair value of the Conversion Option Derivative Liability	$	2,598	$	(6,563)
Change in the fair value of Royalty Fee Derivative Liability		(7,235)		—
Barings Royalty Fee		(515)		—
Total	$	(5,152)	$	(6,563)

Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the level of the fair value hierarchy utilized to determine such fair value:


	Fair Value Measurements as of
	March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	475,764	$	—	$	—	$	475,764

Liability:
Derivative liability	$	—	$	—	$	19,624	$	19,624


	Fair Value Measurements as of
	December 31, 2023 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	187,951	$	—	$	—	$	187,951

Liability:
Derivative liabilities	$	—	$	—	$	29,987	$	29,987

Barings Credit Agreement and Royalty Fee Derivative Liability

At March 31, 2024, the Barings Credit Facility, net of the Royalty Fee Derivative Liability, was carried at amortized cost totaling $67,341, comprised of the $66,456 non-current liability (Note 7) and $885 accrued interest (Note 6). The estimated fair value of the Barings Credit Facility, without the Royalty Fee Derivative Liability, was $75,929 at March 31, 2024. At December 31, 2023, the Barings Credit Facility, net of the Royalty Fee Derivative Liability, was carried at amortized cost totaling $66,590 comprised of the $65,787 non-current liability (Note 7) and $803 accrued interest (Note 6). The estimated fair value of the Barings Credit Facility, without the Royalty Fee Derivative Liability, was $72,295 at December 31, 2023.

The fair value of the Royalty Fee Derivative Liability is estimated using a Monte Carlo simulation. The use of this approach requires the use of Level 3 unobservable inputs. The main inputs when determining the fair value of the Royalty Fee Derivative Liability are the amount and timing of the expected future revenue of the Company, the estimated volatility of these revenues, and the discount rate corresponding to the risk of revenue. The estimated fair value presented is not necessarily indicative of an amount that could be realized in a current market exchange. The use of alternative inputs and estimation methodologies could have a material effect on these estimates of fair value.

The main inputs to valuing the Royalty Fee Derivative Liability are as follows:


	As of
	March 31,			December 31,
	2024			2023
Revenue volatility		70.0	%		67.0	%
Revenue discount rate		16.1	%		15.8	%

Convertible Notes and Conversion Option Derivative Liability

At December 31, 2023, the Convertible Notes, net of the Conversion Option Derivative Liability, were carried at amortized cost totaling $20,024, comprised of the $9,138 non-current liability (Note 7) and $10,886 accrued interest (Note 6).

The fair value of the Convertible Notes with and without the conversion option as of December 31, 2023 was estimated using a binomial lattice approach. The use of this approach required the use of Level 3 unobservable inputs. The main input when determining the fair value of the Convertible Notes was the bond yield that pertained to the host instrument without the conversion option. The significant assumption used in determining the bond yield was the market yield movements of a comparable instrument issued as of the valuation date, which was assessed and updated each period. The main input when determining the fair value for disclosure purposes was the bond yield which was updated each period to reflect the yield of a comparable instrument issued as of the valuation date. The fair value of the Conversion Option Derivative Liability immediately before the Conversion was determined based on the intrinsic value of the separated conversion option.

Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Cash Equivalents and Restricted Cash
Cash and cash equivalents	$ 482,888	$ 195,807	$ 79,026
Restricted cash (current)	150
Restricted cash (non-current)	1,614		1,764
Total cash, cash equivalents and restricted cash as shown on the statements of cash flows	$ 484,652	$ 197,571	$ 80,790	$ 104,064

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. The following information updates, and should be read in conjunction with, the significant accounting policies described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024.
Warrants	Warrants The Company accounts for issued warrants, including pre-funded warrants, as either liability or equity. Warrants are considered liabilities if they are mandatorily redeemable and they require settlement in cash or other assets, or a variable number of shares. Contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. If warrants do not otherwise require liability classification, the Company assesses whether the warrants are indexed to its common stock. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.
Use of Estimates	Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the measurement and recognition of reserves for variable consideration related to product sales, revenue recognition related to a collaboration agreement that contains multiple promises, the fair value of derivatives, stock-based compensation, and realizability of net deferred tax assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The balance sheet at December 31, 2023 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024 and results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and adopted by the Company as of the specified effective date. The Company believes that recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures.

Derivative Liability - Liability roll forward (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 28, 2024
Royalty Fee Derivative Liability
Derivative Liability Roll forward
Beginning Balance		$ 12,389	$ 12,389
Change in fair value		7,235
Ending Balance	$ 19,624	$ 19,624
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Conversion Option Derivative Liability
Derivative Liability Roll forward
Beginning Balance	$ 15,000	$ 17,598	17,598
Change in fair value			(2,598)
Extinguishment upon Conversion	$ (15,000)
Ending Balance			$ 15,000
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory
Raw materials	$ 329	$ 302
Work-in-process	915	1,012
Finished goods	1,330	991
Total inventory	$ 2,574	$ 2,305

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. The following information updates, and should be read in conjunction with, the significant accounting policies described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024.

Warrants

The Company accounts for issued warrants, including pre-funded warrants, as either liability or equity. Warrants are considered liabilities if they are mandatorily redeemable and they require settlement in cash or other assets, or a variable number of shares. Contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. If warrants do not otherwise require liability classification, the Company assesses whether the warrants are indexed to its common stock. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the measurement and recognition of reserves for variable consideration related to product sales, revenue recognition related to a collaboration agreement that contains multiple promises, the fair value of derivatives, stock-based compensation, and realizability of net deferred tax assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.

Unaudited Interim Financial Information

The balance sheet at December 31, 2023 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024 and results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and adopted by the Company as of the specified effective date. The Company believes that recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures.

Net Loss Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic net loss per share attributable to common stockholders
Net loss attributable to common stockholders	$ (64,848)	$ (30,318)
Weighted average common shares outstanding, basic (in shares)	132,021,945	77,386,287
Net loss per share, basic (in dollars per share)	$ (0.49)	$ (0.39)

- Definition

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

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

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+ Details

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 8	$ 652,213	$ (616,842)	$ 35,379
Balance, shares at Dec. 31, 2022	77,201,819
Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options		78		78
Issuance of common stock upon exercise of stock options, shares	26,443
Issuance of common stock upon vesting of restricted stock units (in shares)	288,376
Stock-based compensation expense		4,572		4,572
Net Income (Loss)			(30,318)	(30,318)
Balance at Mar. 31, 2023	$ 8	656,863	(647,160)	9,711
Balance, shares at Mar. 31, 2023	77,516,638
Balance at Dec. 31, 2023	$ 12	788,697	(697,578)	91,131
Balance, shares at Dec. 31, 2023	114,963,193
Stockholders' Equity (Deficit)
Issuance of common stock upon exercise of stock options		4,870		4,870
Issuance of common stock upon exercise of stock options, shares	1,025,384
Issuance of common stock upon vesting of restricted stock units (in shares)	532,717
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs	$ 3	316,350		316,353
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs, shares	32,413,560
Issuance of common stock in connection with conversion of Convertible Notes		52,499		52,499
Issuance of common stock in connection with conversion of Convertible Notes, shares	5,769,232
Stock-based compensation expense		7,978		7,978
Net Income (Loss)			(64,848)	(64,848)
Balance at Mar. 31, 2024	$ 15	$ 1,170,394	$ (762,426)	$ 407,983
Balance, shares at Mar. 31, 2024	154,704,086

Stock-Based Awards - Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock-Based Awards
Stock-based compensation expense	$ 7,978	$ 4,572
Unrecognized stock-based compensation cost	$ 52,872
Weighted average period of unrecognized stock-based compensation cost expected to be recognized	3 years 1 month 6 days
Research and development expense
Stock-Based Awards
Stock-based compensation expense	$ 1,453	1,141
Selling and marketing expense
Stock-Based Awards
Stock-based compensation expense	837	1,043
General and administrative expense
Stock-Based Awards
Stock-based compensation expense	$ 5,688	$ 2,388

Licensing Agreements and Deferred Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Licensing Agreements and Deferred Revenue

Schedule of deferred revenue



	Deferred Revenue
Deferred revenue at December 31, 2023	$	14,390
Amounts recognized into revenue		(59)
Deferred revenue at March 31, 2024	$	14,331

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (64,848)	$ (30,318)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	7,978	4,572
Non-cash interest expense	1,968	1,228
Change in fair value of derivative liabilities	5,152	6,563
Depreciation and amortization expense	920	483
Loss on extinguishment of debt	27,950
Gain on disposal of property and equipment		(1)
Changes in operating assets and liabilities:
Accounts receivable	(367)	201
Prepaid expenses and other current assets	128	(718)
Inventory	(269)	(292)
Accounts payable	1,693	1,025
Operating lease assets	413	417
Accrued expenses	(14,031)	(2,628)
Deferred revenue	(59)	(160)
Operating lease liabilities	(515)	(345)
Net cash used in operating activities	(33,887)	(19,973)
Cash flows from investing activities:
Purchases of property and equipment	(255)	(3,379)
Net cash used in investing activities	(255)	(3,379)
Cash flows from financing activities:
Proceeds from issuance of short-term bridge loan		2,000
Proceeds from exercise of stock options	4,870	78
Repayment from issuance of short-term bridge loan		(2,000)
Proceeds from issuance of common stock and pre-funded warrants upon private placement, net of issuance costs	316,353
Net cash provided by financing activities	321,223	78
Net increase (decrease) in cash, cash equivalents and restricted cash	287,081	(23,274)
Cash, cash equivalents and restricted cash at beginning of period	197,571	104,064
Cash, cash equivalents and restricted cash at end of period	484,652	80,790
Supplemental disclosure of cash flow information:
Cash paid for interest	12,967	701
Supplemental disclosure of non-cash investing and financing activities:
Additions to property and equipment included in accounts payable and accrued expenses	$ 392	$ 646

Risks and Fair Value - Concentration of Credit Risk (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024 item customer	Mar. 31, 2023 customer	Dec. 31, 2023 customer
Concentration risk
Number Of financial institutions \| item	2
Total revenue \| Customer
Concentration risk
Number of major customers	3	3
Total revenue \| Customer \| Customer one
Concentration risk
Concentration risk	51.00%	52.00%
Total revenue \| Customer \| Customer two
Concentration risk
Concentration risk	20.00%	25.00%
Total revenue \| Customer \| Customer three
Concentration risk
Concentration risk	13.00%	13.00%
Accounts receivable \| Customer
Concentration risk
Number of major customers	3		3
Accounts receivable \| Customer \| Customer one
Concentration risk
Concentration risk	51.00%		50.00%
Accounts receivable \| Customer \| Customer two
Concentration risk
Concentration risk	24.00%		28.00%
Accounts receivable \| Customer \| Customer three
Concentration risk
Concentration risk	13.00%		11.00%

Inventory

3 Months Ended

Mar. 31, 2024

Inventory

Inventory

5. Inventory

Inventory consisted of the following:


	March 31,		December 31,
	2024		2023
Raw materials	$	329	$	302
Work-in-process		915		1,012
Finished goods		1,330		991
	$	2,574	$	2,305

Equity

3 Months Ended

Mar. 31, 2024

Equity

Equity

10. Equity

On February 21, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement an aggregate of 32,413,560 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a price of $7.52 per share, and, to certain Investors in lieu of Shares, pre-funded warrants to purchase 10,805,957 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a price of $7.519 per Pre-Funded Warrant (the “2024 Private Placement”). Each Pre-Funded Warrant issued in the 2024 Private Placement has an exercise price of $0.001 per share, is currently exercisable and will remain exercisable until the Pre-Funded Warrant is exercised in full. The 2024 Private Placement closed on February 26, 2024. The Company received total net proceeds from the 2024 Private Placement of approximately $316,353 after deducting placement agent fees and offering expenses. The Company accounts for the Pre-Funded Warrants as a component of permanent equity. In connection with entering into the Securities Purchase Agreement, also on February 21, 2024, the Company entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to register for resale the Shares and the shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants (together with the Shares, the “Registrable Securities”). The Company filed a registration statement regarding the Registrable Securities on Form S-3 with the SEC on March 25, 2024.

On March 28, 2024, the Company issued 5,769,232 shares of its common stock to the holder of the Convertible Notes in connection with the Conversion. The newly issued shares of common stock were valued at fair value, being the closing price of the Company’s common stock on that day, and resulted in an increase in additional paid-in capital of $52,499.

On August 9, 2021, the Company and Jefferies LLC (“Jefferies”) entered into an Open Market Sale Agreement (the “2021 Sales Agreement”) under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100,000 from time to time through Jefferies, acting as agent. The Company did not offer or sell shares of its common stock under the 2021 Sales Agreement during the three months ended March 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for equity.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Risks and Fair Value - Fair Value Measurement (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Liability:
Notes Payable, Noncurrent	$ 66,456,000	$ 65,787,000
Non-current liability		9,138,000
Barings Credit Facility
Liability:
Notes payable, amortized cost, including accrued interest	67,341,000	66,590,000
Notes Payable, Noncurrent	66,456,000	65,787,000
Accrued interest payable on Convertible Notes	885,000	803,000
Estimated fair value	75,929	72,295,000
Debt instrument carrying amount	82,474,000	82,474,000
Convertible Notes
Liability:
Accrued interest payable on Convertible Notes		10,886,000
Debt instrument carrying amount		20,024,000
Non-current liability		9,138,000
Recurring Basis
Liability:
Derivative liabilities	$ 19,624,000	$ 29,987,000
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Money Market Funds \| Recurring Basis
Assets:
Cash equivalents	$ 475,764,000	$ 187,951,000
Level 1 \| Money Market Funds \| Recurring Basis
Assets:
Cash equivalents	475,764,000	187,951,000
Level 3 \| Recurring Basis
Liability:
Derivative liabilities	$ 19,624,000	$ 29,987,000

Risks and Fair Value - The main inputs to valuing the Royalty Fee Derivative Liability (Details) - Royalty Fee Derivative Liability [Member] - Level 3	Mar. 31, 2024	Dec. 31, 2023
Revenue volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.700	0.670
Revenue discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.161	0.158

Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement


Name (Title)	Action Taken (Date of Action)	Type of Trading Arrangement	Nature of Trading Arrangement	Duration of Trading Arrangement	Aggregate Number of Securities
Pravin U. Dugel (President and Chief Executive Officer, Executive Chairman)	Adoption (February 21, 2024)	Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted	Sale	Until final settlement of any covered RSUs	Indeterminable (1)

Antony Mattessich (President and Chief Executive Officer until April 14, 2024)	Adoption (March 14, 2024)	Rule 10b5-1 trading arrangement for sale of vested stock options	Sale	September 15, 2026, or such earlier date upon which all transactions are completed or expire without execution	Up to 969,370
Sanjay Nayak (Chief Strategy Officer)	Adoption (February 21, 2024)	Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted	Sale	Until final settlement of any covered RSUs	Indeterminable (1)
Donald Notman (Chief Financial Officer)	Adoption (March 15, 2024)	Rule 10b5-1 trading arrangement for sale of vested stock options	Sale	March 15, 2025, or such earlier date upon which all transactions are completed or expire without execution	Up to 125,000
Philip C. Strassburger (General Counsel)	Adoption (March 14, 2024)	Rule 10b5-1 trading arrangement for sale of vested stock options and shares of common stock	Sale	December 31, 2024, or such earlier date upon which all transactions are completed or expire without execution	Up to 69,118

Pravin U. Dugel

Trading Arrangements, by Individual

Name

Pravin U. Dugel

Title

President and Chief Executive Officer, Executive Chairman

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

February 21, 2024

Antony Mattessich

Trading Arrangements, by Individual

Name

Antony Mattessich

Title

President and Chief Executive Officer until April 14, 2024

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

March 14, 2024

Aggregate Available

969,370

Trd Arr Expiration Date

Sep. 15, 2026

Sanjay Nayak

Trading Arrangements, by Individual

Name

Sanjay Nayak

Title

Chief Strategy Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

February 21, 2024

Donald Notman

Trading Arrangements, by Individual

Name

Donald Notman

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

March 15, 2024

Aggregate Available

125,000

Trd Arr Expiration Date

Mar. 15, 2025

Philip C. Strassburger

Trading Arrangements, by Individual

Name

Philip C. Strassburger

Title

General Counsel

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

March 14, 2024

Aggregate Available

69,118

Trd Arr Expiration Date

Dec. 31, 2024

Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Expenses

Schedule of accrued expenses


	March 31,		December 31,
	2024		2023
Accrued rebates and programs	$	5,487	$	5,117
Accrued payroll and related expenses		5,367		8,156
Accrued professional fees		1,887		691
Accrued other		1,576		1,525
Accrued interest payable on Barings Credit Facility (Note 7)		885		803
Accrued research and development expenses		838		1,488
Accrued interest payable on Convertible Notes (Note 7)		—		10,886
	$	16,040	$	28,666

Net Loss Per Share - Schedule of Antidilutive Securities, Excluded from Computation of Diluted Net Loss per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net Loss Per Share
Dilutive impact from potentially issuable common shares	$ 0	$ 0
Total common stock equivalents	23,913,908	24,024,233
Options to purchase common stock
Net Loss Per Share
Total common stock equivalents	20,660,472	16,546,260
Restricted stock units
Net Loss Per Share
Total common stock equivalents	3,253,436	1,708,741
Shares issuable upon conversion of Convertible Notes, if converted
Net Loss Per Share
Total common stock equivalents		5,769,232

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

15. Related Party Transactions

The Company has engaged Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) to provide certain legal services to the Company. Christopher White, who served as the Company’s Chief Business Officer until March 6, 2024, is the brother of a partner at WilmerHale who has not participated in providing legal services to the Company. The Company incurred fees for legal services rendered by WilmerHale of approximately $1,080 and $394 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0 and $298 recorded in accounts payable for WilmerHale. As of March 31, 2024 and December 31, 2023, there was $1,014 and $0 recorded in accrued expenses for WilmerHale.

The Company has engaged Heier Consulting, LLC (“Heier Consulting”), an entity affiliated with Jeffrey Heier, M.D. a former member of the Company’s Board of Directors and the Company’s current Chief Scientific Officer, to provide advice or expertise on one or more of the Company’s development-stage drug or medical device products relating to retinal diseases or conditions under a consultant agreement. On February 21, 2024, the Company entered into an employment agreement with Dr. Heier (the “Heier Employment Agreement”) under which Dr. Heier agreed to serve as Chief Scientific Officer of the Company on a part-time basis, working 50% of a full-time schedule. In connection with

entering into the Heier Employment Agreement, the Heier Consulting Agreement was terminated. In addition, in connection with his commencement of employment, Dr. Heier resigned from the Company’s board of directors, effective February 21, 2024. Compensation for the consulting services was in the form of cash and stock-based awards. The total grant date fair value of stock-based awards granted to Dr. Heier was $96, which was recognized to expense on a straight-line basis over the respective vesting periods. The Company incurred cash-based fees for services rendered by Heier Consulting of approximately $5 and $2 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0 and $6 recorded in accounts payable for Heier Consulting. As of March 31, 2024 and December 31, 2023, there was $5 and $0 recorded in accrued expenses for Heier Consulting.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Risks and Fair Value - Change in Fair Value of Derivative Labilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Change in Fair Value of Derivative Liabilities
Barings Royalty Fees	$ (515)
Total	(5,152)	$ (6,563)
Conversion Option Derivative Liability
Change in Fair Value of Derivative Liabilities
Change in fair value of derivative liability	$ 2,598	$ (6,563)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Total	Total
Royalty Fee Derivative Liability
Change in Fair Value of Derivative Liabilities
Change in fair value of derivative liability	$ (7,235)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Total	Total

Stock-Based Awards

3 Months Ended

Mar. 31, 2024

Stock-Based Awards

Stock-Based Awards

11. Stock-Based Awards

For the three months ended March 31, 2024, the Company had three stock-based compensation plans under which it was able to grant stock-based awards, the 2021 Stock Incentive Plan, as amended (the “2021 Plan”), the 2019 Inducement Stock Incentive Plan, as amended (the “2019 Inducement Plan”), and the 2014 Employee Stock Purchase Plan (the “ESPP”) (collectively, the “Stock Plans”). The terms and conditions of the Stock Plans are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. On February 20, 2024, the Company’s board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 1,054,000 to 3,804,000 shares of common stock. On January 1, 2024, the number of shares available for issuance under the ESPP increased from 398,784 to 606,186.

During the three months ended March 31, 2024, the Company granted options to purchase 5,817,746 shares of common stock at a weighted exercise price of $7.29 per share. Of these, options to purchase 4,290,727 shares of common stock were granted under the 2021 Plan, and options to purchase 1,527,019 shares of common stock were granted under the 2019 Inducement Plan.

During the three months ended March 31, 2024, the Company granted 2,278,416 restricted stock units (“RSUs”). Of these, 1,343,137 RSUs were granted under the 2021 Plan, and 935,279 RSUs were granted under the 2019 Inducement Plan. Each RSU is settleable for one share of common stock upon vesting.

During the three months ended March 31, 2024, 308,681 stock options and 119,604 RSUs expired or were forfeited.

As of March 31, 2024, 994,099, 819,077, and 606,186 shares of common stock remained available for issuance under the 2021 Plan, the 2019 Inducement Plan, and the ESPP, respectively.

The Company recorded stock-based compensation expense related to stock options and RSUs in the following expense categories of its unaudited condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended
	March 31,
	2024		2023
Research and development	$	1,453	$	1,141
Selling and marketing		837		1,043
General and administrative		5,688		2,388
	$	7,978	$	4,572

As of March 31, 2024, the Company had an aggregate of $52,872 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 3.1 years.

Licensing Agreements and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Collaboration Agreement
Revenue recognized	$ 14,774	$ 13,374
Total deferred revenue:
Deferred revenue, beginning balance	14,390
Amounts recognized into revenue	(59)
Deferred revenue, ending balance	14,331
Incept
Collaboration Agreement
Royalties paid	440	417
License Agreement \| AffaMed \| OTX-TIC Product
Collaboration Agreement
Revenue recognized	59	$ 160
Transaction price allocated to performance obligations partially unsatisfied	$ 331

Financial Liabilities

3 Months Ended

Mar. 31, 2024

Financial Liabilities

Financial Liabilities

7. Financial Liabilities

Barings Credit Agreement

On August 2, 2023 (the “Closing Date”), the Company entered into a credit and security agreement (the “Barings Credit Agreement”) with Barings Finance LLC (“Barings”), as administrative agent, and the lenders party thereto, providing for a secured term loan facility for the Company (the “Barings Credit Facility”) in the aggregate principal amount of $82,474 (the “Total Credit Facility Amount”). The Company borrowed the full amount of $82,474 at closing and received proceeds of $77,290, after the application of an original issue discount and fees. Indebtedness under the Barings Credit Facility matures on the earlier to occur of (i) the six-year anniversary of the Closing Date and (ii) the date that is 91 days prior to the maturity date for the Company’s Convertible Notes (as defined below). Indebtedness under the Barings Credit Facility incurs interest based on the Secured Overnight Financing Rate (“SOFR”), subject to a minimum 1.50% floor, plus 6.75%. The Company is obligated to make interest payments on its indebtedness under the

Barings Credit Facility on a monthly basis, commencing on the Closing Date; to pay annual administration fees; and to pay, on the maturity date, any principal and accrued interest that remains outstanding as of such date. In addition, the Company is obligated to pay a fee in an amount equal to the Total Credit Facility Amount, which amount shall be reduced by the total amount of interest and principal prepayment fees paid under the Barings Credit Agreement (such fee, the “Barings Royalty Fee”). The Company is required to pay the Barings Royalty Fee in installments to Barings, for the benefit of the lenders, on a quarterly basis in an amount equal to three and one-half percent (3.5%) of the net sales of DEXTENZA occurring during such quarter, subject to the terms, conditions and limitations specified in the Barings Credit Agreement, until the Barings Royalty Fee is paid in full. The Barings Royalty Fee is due and payable upon a change of control of the Company. In the event the Company completes a change of control transaction or a sale of all or substantially all of its assets on or prior to the twelve-month anniversary of the Closing Date, the Barings Royalty Fee is subject to a reduction to an amount that is equal to 30% of the Total Credit Facility Amount, in the event that a signed letter of intent evidencing such transaction was entered into by the Company after the date that is six months, but before the date that is twelve months, after the Closing Date. The Company may, at its option, prepay any or all of the Barings Royalty Fee at any time without penalty. In connection with the Barings Credit Agreement, the Company granted the lenders thereto a first-priority security interest in all assets of the Company, including its intellectual property, subject to certain agreed-upon exceptions. The Barings Credit Agreement includes negative covenants restricting the Company from making payments to the holders of the Convertible Notes, except in connection with a proposed conversion to equity and with respect to certain permitted expenses and requiring the Company to maintain a minimum liquidity amount of $20,000. The Barings Credit Agreement also includes customary affirmative and negative covenants.

The Company determined that the embedded obligation to pay the Barings Royalty Fee (the “Barings Royalty Fee Obligation”) is required to be separated from the Barings Credit Facility and accounted for as a freestanding derivative instrument subject to derivative accounting. The allocation of proceeds to the Barings Royalty Fee Obligation resulted in a discount on the Barings Credit Facility. The Company is amortizing the discount to interest expense over the term of the Barings Credit Facility using the effective interest method. Accrued or paid Barings Royalty Fees are included in the change in fair value of derivative liabilities on the consolidated statements of operations and comprehensive loss (Note 9).

A summary of the Barings Credit Facility at March 31, 2024 and December 31, 2023 is as follows:


	March 31,		December 31,
	2024		2023
Barings Credit Facility	$	82,474		82,474
Less: unamortized discount		(16,018)		(16,687)
Total	$	66,456		65,787

As of March 31, 2024, the full principal for the Barings Credit Facility of $82,474 was due for repayment in 2029.

Convertible Notes

On March 1, 2019, the Company issued $37,500 of convertible notes, which accrued interest at an annual rate of 6% of their outstanding principal amount which was payable, along with the principal amount, at maturity unless earlier converted, repurchased or redeemed (as amended the “Convertible Notes”). The terms and conditions of the Convertible Notes are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.

The Company determined that the embedded conversion option was required to be separated from the Convertible Notes and accounted for the embedded conversion option as a freestanding derivative instrument subject to derivative accounting (the “Conversion Option Derivative Liability”).

On March 28, 2024, the Company issued 5,769,232 shares of its common stock with a total fair value of $52,499 (Note 10) to the holder of the Convertible Notes in connection with the conversion of the principal amount of the Convertible Notes (the “Conversion”) and paid the holder $11,361 for accrued interest. The extinguishment of obligations under the Convertible Notes and the resulting derecognition of the principal of the Convertible Notes ($37,500), the unamortized discount ($27,950), and the Conversion Option Derivative Liability ($15,000), resulted in a

net loss of $27,950, which was charged to losses on extinguishment of debt on the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024.

MidCap Credit Agreement

The Company entered into a credit and security agreement in 2014 (as amended, the “MidCap Credit Agreement”) establishing a credit facility (the “MidCap Credit Facility”). The terms and conditions of the MidCap Credit Agreement and the MidCap Credit Facility are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In connection with entering into the Barings Credit Facility, in August 2023 the Company paid MidCap Financial Trust, as administrative agent, and its other lenders an aggregate of $26,157 in satisfaction of the Company’s obligations under the MidCap Credit Facility. In connection with its satisfaction of its obligations, the Company extinguished the MidCap Credit Facility, and all liens and security interests securing the indebtedness under the MidCap Credit Agreement were released.

On March 12, 2023, the Company requested, and received, a protective advance of $2,000 under the MidCap Credit Agreement as a short-term bridge loan in response to the closure of Silicon Valley Bank by the California Department of Financial Protection and Innovation. This protective advance was deemed a credit extension. The Company repaid the full principal amount of $2,000 in March 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 03, 2024
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-36554
Entity Registrant Name	Ocular Therapeutix, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5560161
Entity Address, Address Line One	15 Crosby Drive
Entity Address, City or Town	Bedford
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01730
City Area Code	781
Local Phone Number	357-4000
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	OCUL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		154,888,915
Entity Central Index Key	0001393434
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (64,848)	$ (30,318)

- Definition

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

+ References

+ Details