SEC Form 10-K filed by Shapeways Holdings Inc.

3/28/24 5:23:50 PM ET

Miscellaneous manufacturing industries

Consumer Discretionary

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shpw-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 10-K

____________________


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission file number: 001-39092

____________________

SHAPEWAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________________


Delaware			87-2876494
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

12163 Globe St

Livonia, MI 48150

(Address of principal executive offices) (Zip Code)

(734) 422-6060

(Registrant’s telephone number, including area code)

____________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading

Symbol(s)

Name of each exchange

on which registered:

Common Stock, par value $0.0001 per share

SHPW

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

SHPWW

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $20.4 million (based on the last reported sale price of the registrant's common stock of $3.76 per share on June 30, 2023 on the New York Stock Exchange). The registrant has no non-voting stock outstanding.

As of March 22, 2024 the registrant had 6,616,465 shares of common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant's definitive proxy statement related to the registrant's 2024 Annual Meeting of Shareholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.


			Page
Part I
Item 1. Business.			4
Item 1A. Risk Factors.			12
Item 1B. Unresolved Staff Comments.			35
Item 1C. Cybersecurity .			36
Item 2. Properties .			36
Item 3. Legal Proceedings.			37
Item 4. Mine Safety Disclosures.			37
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.			38
Item 6. [Reserved.]			38
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.			48
Item 8. Financial Statements and Supplementary Data.			48
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			48
Item 9A. Controls and Procedures.			48
Item 9B. Other Information.			49
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.			49
Part III
Item 10. Directors, Executive Officers and Corporate Governance.			50
Item 11. Executive Compensation.			50
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.			50
Item 13. Certain Relationships and Related Transactions, and Director Independence.			50
Item 14. Principal Accounting Fees and Services.			50
Part IV
Item 15. Exhibits, Financial Statement Schedules.			50
Item 16. Form 10–K Summary.			50
Signatures			52


	Year Ended December 31,				Change
(Dollars in thousands)	2023		2022		$		%
Revenue	$	34,460	$	33,157	$	1,303	4	%


Exhibit No.						Description
2.1+						Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, by and among Galileo, Galileo Founders Holdings, L.P., in the capacity as the Purchaser Representative thereunder, Shapeways, Inc., and Fortis Advisors LLC, in the capacity as the Seller Representative thereunder (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
3.1						Certificate of Incorporation of Shapeways Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
3.2						Certificate of Amendment to the Certificate of Incorporation of the Company, effective June 22, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-390092), filed with the SEC on June 22, 2023).
3.3						Bylaws of Shapeways Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
4.1						Warrant Agreement, dated as of October 17, 2019, between Galileo and Continental Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
4.2						Form of Letter Agreement with respect to Private Placement Warrants by and between Shapeways Holdings, Inc. and each holder of the Company’s Private Placement Warrants (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on December 13, 2022).
4.3						Certificate of Corporate Domestication of Galileo Acquisition Corp. (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-260387), filed with the SEC on October 20, 2021).
4.4						Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-390092), filed with the SEC on March 30, 2023).
10.1						Share Escrow Agreement, dated October 17, 2019, by and between Galileo, the Sponsor and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.2						Amendment to Share Escrow Agreement, dated as of September 29, 2021, by and among Galileo Acquisition Corp., Galileo Founders Holdings, L.P., Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.3						Registration Rights Agreement, dated September 29, 2021, by and among Galileo Acquisition Corp. and the investors party thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.4						First Amendment to Registration Rights Agreement, dated September 29, 2021, by and among Galileo Acquisition Corp., Galileo Founders Holdings, L.P. and the investors party thereto (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.5#						Shapeways, Inc. 2010 Stock Plan, as amended (incorporated by reference to Exhibit 10.17.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.6#						Shapeways Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.7#						Shapeways Holdings, Inc. 2022 New Employee Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on September 16, 2022).
10.8#						Shapeways Holdings, Inc. 2021 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 001-39092), filed with the SEC on November 14, 2022).
10.9#						Form of Stock Option Agreement under the Shapeways Holdings, Inc. 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-39092), filed with the SEC on March 30, 2023).
10.10#						Form of Stock Option Agreement with Greg Kress under the Shapeways, Inc. 2010 Stock Plan, as amended (incorporated by reference to Exhibit 10.17.2 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.12#						Employment Agreement, dated as of July 19, 2021, by and between Shapeways Holdings, Inc. and Greg Kress (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.14#						Offer Letter, dated April 27, 2022, by and between Shapeways Holdings, Inc. and Joseph Andrew Nied (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on May 16, 2022).
10.15#						Offer Letter, dated as of September 15, 2022, by and between Shapeways Holdings, Inc. and Alberto Recchi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on September 16, 2022).
10.16#						Separation Agreement, dated as of October 12, 2022, by and between Shapeways Holdings, Inc. and Jennifer Walsh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 13, 2022).
10.17						Warrant Subscription Agreement, dated October 17, 2019, by and between Galileo and Galileo Founders Holdings, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.18						Warrant Subscription Agreement, dated October 17, 2019, by and between Galileo and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.19#						Non-Competition Agreement, effective as of April 28, 2021, by and among Galileo, Shapeways, and Greg Kress (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).


10.20						Form of Subscription Agreement, dated as of April 28, 2021, by and among Galileo, Shapeways, Inc., and the subscriber party thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
10.22#						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K (File No. 001-39092), filed with the SEC on October 5, 2021).
21.1						Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 3 1 , 2022 (File No. 001-39092 ), filed with the SEC on March 30, 2023 ).
23.1*						Consent of Withum Smith+Brown
24.1*						Power of Attorney (contained in the signature page to this Report).
31.1						Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2						Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1						Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2						Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
97.1						Shapeways Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation.*
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


*						Filed herewith.
**						Furnished herewith.
+						The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulations S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
#						Indicates a management or compensatory plan.


			Shapeways Holdings, Inc.

Dated: March 28, 2024			By: /s/ Alberto Recchi
			Alberto Recchi
			Chief Financial Officer
			(Principal Financial and Accounting Officer)


			Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022			F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 3 and 202 2			F-4
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 202 3 and 202 2			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 and 202 2			F-6
Notes to the Consolidated Financial Statements			F-7


	December 31,
	2023		2022
Assets
Current assets
Cash and cash equivalents	$	12,200	$	30,630
Restricted cash	41		139
Short-term investments	—		9,816
Accounts receivable, net	4,680		1,606
Inventory	2,036		1,307

Prepaid expenses and other current assets	4,058		6,255
Current assets held for sale	118		—
Total current assets	23,133		49,753
Property and equipment, net	5,709		15,627
Operating lease, right-of-use assets, net	1,739		2,365
Goodwill	5,214		6,286
Intangible assets, net	2,973		5,398
Security deposits	99		99
Total assets	$	38,867	$	79,528
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	2,635	$	2,354
Accrued expenses and other liabilities	3,875		5,950
Current portion of long-term debt	650		—
Operating lease liabilities, current	864		719
Finance lease liability, current	64		—
Other financing obligations, current	44		—
Deferred revenue	1,773		972
Total current liabilities	9,905		9,995
Operating lease liabilities, net of current portion	979		1,715
Deferred tax liabilities, net	52		27
Finance lease liability, net of current portion	245		—
Other financing obligations, net of current portion	432		—
Long-term debt, net of current portion	426		—
Total liabilities	12,039		11,737
Commitments and contingencies
Stockholders’ equity
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022, respectively)	—		—
Common stock ($0.0001 par value; 120,000,000 shares authorized; 6,597,409 and 6,180,646 shares issued and outstanding as of December 31, 2023 and 2022, respectively) (1)	1		5
Additional paid-in capital	204,230		201,362
Accumulated deficit	(176,943)		(133,032)
Accumulated other comprehensive loss	(460)		(544)
Total stockholders’ equity	26,828		67,791
Total liabilities and stockholders’ equity	$	38,867	$	79,528


	Common Stock		Additional Paid-In Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
		Shares (1)			Amount
Balance at January 1, 2022		6,078,467	$	5		$	198,179	$	(112,811)	$	(369)	$	85,004
Issuance of common stock for stock-based compensation		102,395	—			339		—		—		339
Cancellation of restricted stock		(216)	—			—		—		—		—
Stock-based compensation expense		—	—			2,155		—		—		2,155
Transfer of Private Warrants to Public Warrants		—	—			689		—		—		689
Net loss		—				—		(20,221)		—		(20,221)
Foreign currency translation		—	—			—		—		(175)		(175)
Balance at December 31, 2022		6,180,646	5			201,362		(133,032)		(544)		67,791
Issuance of common stock upon exercise of stock options		298,536	—			—		—		—		—
Issuance of common stock upon settlement of earnout consideration liability		156,658	—			537		—		—		537
Restricted stock units withheld for employee tax liability		(76,090)				(217)						(217)
Cancellation of restricted stock		(1,843)										—
Issuance of common stock under the ATM Facility, net of offering costs		39,587	—			118		—		—		118
Stock-based compensation expense		—	—			2,430		—		—		2,430
Redemption of fractional shares on reverse stock split		(85)				(4)						(4)
Net loss		—	—			—		(43,911)		—		(43,911)
Impact of reverse stock split on Common stock			(4)			4						—
Foreign currency translation		—	—			—		—		84		84
Balance at December 31, 2023		6,597,409	$	1		$	204,230	$	(176,943)	$	(460)	$	26,828


Asset Category						Depreciable Life
Machinery and equipment						5 to 10 years
Computers and IT equipment						3 to 10 years
Furniture and fixtures						7 to 10 years
Vehicles						10 years
Leasehold improvements						**


December 31, 2023
	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value December 31, 2023
Classified as Cash and cash equivalents
U.S. Treasury Securities	$	9,950	$	16	$	—	$	9,966

Classified as short-term investments
U.S. Treasury Securities	$	—	$	—	$	—	$	—


	Year Ended December 31,
	2023		2022
Revenue, net	$	34,460	$	33,157
Cost of revenue	19,955		18,859
Gross profit	14,505		14,298
Operating expenses
Selling, general and administrative	36,722		27,847
Research and development	9,302		10,409

Impairment on assets held for sale	12,814		—
Impairment on goodwill	1,072		—
Total operating expenses	59,910		38,256
Loss from operations	(45,405)		(23,958)
Other income (expense)
Interest income	1,071		149
Interest expense	(143)		(7)
Loss on disposal of assets	(85)		(49)
Change in fair value of earnout liabilities	—		1,824
Change in fair value of warrant liabilities	—		1,584
Other income	675		267
Total other income, net	1,518		3,768
Loss before income tax expense	(43,887)		(20,190)
Income tax expense	24		31
Net loss	$	(43,911)	$	(20,221)
Net loss per share:
Basic(1)	$	(6.51)	$	(3.05)
Diluted(1)	$	(6.51)	$	(3.05)
Weighted average common shares outstanding: (1)
Basic(1)	6,749,836		6,624,820
Diluted(1)	6,749,836		6,624,820
Other comprehensive income (loss)
Foreign currency translation adjustment	84		(175)
Comprehensive loss	$	(43,827)	$	(20,396)


	Year Ended December 31,
	2023	2022
Potentially dilutive securities:
Common stock warrants (1)	2,301,250	2,301,250
Earnout shares	438,800	438,800
Unvested RSUs	568,570	655,882


	Gross Value		Estimated Life (in years)
Customer relationships	$	264	10
Trade name	240		10
Acquired software platform	910		10
Customer list	190		3
Total intangible assets	$	1,604


	May 9, 2022		Estimated Life (in years)
Customer relationships	$	2,822	10
Trade name	647		10
Noncompetition agreement	52		2
Favorable operating lease	699		4
Unfavorable operating lease	(21)		4
Total intangible assets	$	4,199


December 31, 2022
	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value December 31, 2022
Classified as Cash and cash equivalents
U.S. Treasury Securities	$	19,864	$	73	$	—	$	19,937

Classified as short-term investments
U.S. Treasury Securities	$	9,816	$	33	$	—	$	9,849


	April 22, 2022
Cash consideration	$	2,700
Holdback consideration	300
Total consideration	$	3,000


	April 22, 2022
Assets acquired:
Goodwill	$	1,954
Intangible assets	1,604
Other assets	15
Total assets acquired	3,573
Liabilities assumed:
Deferred revenue	573
Total liabilities assumed	573
Net assets acquired	$	3,000


	May 9, 2022
Cash consideration	$	6,090
Holdback consideration	800
Earnout consideration liability	2,900
Total consolidation	$	9,790


	April 13, 2022
Assets acquired:
Intangible assets	$	100
Total assets acquired	$	100


	December 31, 2023		December 31, 2022
Balance, beginning of period	$	6,286	$	1,835
Acquired goodwill	—		4,451
Impairment on goodwill	1,072		—
Balance, end of period	$	5,214	$	6,286


	Gross carrying amount		Accumulated amortization		Intangible assets, net		Weighted average amortization period (in years)
Customer relationships	$	2,822	$	(469)	$	2,353	10
Trade name	747		(124)		623		10


Noncompetition agreement	52		(43)		9		2
Unfavorable operating lease	(21)		9		(12)		4
Total	$	3,600	$	(627)	$	2,973


	Amortization expense
2024	$	360
2025	352
2026	357
2027	357
2028	357
Thereafter	1,190
Total	$	2,973


	Twelve Months Ended December 31,
	2023		2022
Operating lease expense	$	996	$	1,000
Finance lease expense	46		—
Interest expense on finance lease liabilities	21		—

Total lease cost	$	1,063	$	1,000


	Years Ended December 31,
	2023		2022
Operating cash flows from operating leases	$	964	$	1,049

Financing cash flows from finance leases	$	45	$	—
Lease liabilities arising from obtaining right-of-use assets	$	598	$	285

SEC Form 10-K filed by Shapeways Holdings Inc.

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Market Insights



	Operating Leases		Finance Leases
2024	$	970	$	87
2025	792		87
2026	237		87
2027	—		87
Thereafter	—		20
Total minimum lease payments	1,999		368
Less effects of discounting	(156)		(59)
Present value of future minimum lease payments	$	1,843	$	309


	Finance Obligations

2024	$	137
2025	137
2026	137
2027	14
Total payments	425
Less: imputed interest	(255)
Financing obligation at end of term	306
Total financing obligations	$	476


	Financing Agreement
2024	$	56
2025	61
2026	67
2027	72
Thereafter	226
Total payments	$	482


	Year Ended December 31, 2023

Strike price	$2.64 - $3.40
Expected term (in years)	6.25
Expected volatility	110.67% - 132.00%
Risk-free interest rate	3.79% - 4.19%
Dividend yield	—	%


	Shares Underlying Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2023	497,402	$	5.16	5.67
Granted	435,168	2.74
Forfeited	(211,020)	5.56
Exercised	(32)	3.92
Outstanding at December 31, 2023	721,518	$	3.58	7.29	$	116
Exercisable at December 31, 2023	350,511	$	4.50	5.09	$	—


	Restricted Stock Units	Weighted Average Grant Fair Value per Share		Aggregate Intrinsic Value
Outstanding at January 1, 2023	870,126	$	12.08
Granted	48,974	3.56
Forfeited	(298,536)	10.56
Settled	(180,990)	10.55
Outstanding at December 31, 2023	439,574	$	12.69	$	879


		December 31,
Description	Level	2023		2022
Assets:
Marketable securities - U.S. Treasury Securities	2	$	9,950	$	29,680

Liabilities:
Earnout consideration liability	3	$	—	$	1,076

Date	Price Target	Rating	Analyst
11/16/2021	$12.00 → $10.00	Buy	Needham
10/26/2021	$13.00	Buy	Craig Hallum
10/26/2021	$12.00	Buy	Needham
10/25/2021	$13.00	Buy	Stifel