Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-34180 | |
Entity Registrant Name | STANDARD BIOTOOLS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0513190 | |
Entity Address, Address Line One | 2 Tower Place | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 266-6000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | LAB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 371,154,471 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001162194 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 269,811 | $ 51,704 |
Short-term investments | 124,902 | 63,191 |
Accounts receivable, net | 32,441 | 19,660 |
Inventories, net | 42,618 | 20,533 |
Prepaid expenses and other current assets | 10,257 | 3,127 |
Total current assets | 480,029 | 158,215 |
Inventory, non-current | 16,252 | 0 |
Royalty receivable, non-current | 3,738 | 0 |
Property and equipment, net | 42,569 | 24,187 |
Operating lease right-of-use asset, net | 31,531 | 30,663 |
Other non-current assets | 4,282 | 2,285 |
Acquired intangible assets, net | 24,078 | 1,400 |
Goodwill | 106,253 | 106,317 |
Total assets | 708,732 | 323,067 |
Current liabilities: | ||
Accounts payable | 12,570 | 9,236 |
Accrued liabilities | 31,929 | 21,019 |
Operating lease liabilities, current | 5,851 | 4,323 |
Deferred revenue, current | 15,113 | 11,607 |
Deferred grant income, current | 3,562 | 3,612 |
Term loan, current | 0 | 5,000 |
Convertible notes, current | 54,783 | 54,530 |
Total current liabilities | 123,808 | 109,327 |
Convertible notes, non-current | 299 | 569 |
Term loan, non-current | 0 | 3,414 |
Deferred tax liability | 841 | 841 |
Operating lease liabilities, non-current | 29,617 | 30,374 |
Deferred revenue, non-current | 33,395 | 3,520 |
Deferred grant income, non-current | 8,995 | 10,755 |
Other non-current liabilities | 1,516 | 1,065 |
Total liabilities | 198,471 | 159,865 |
Commitments and contingencies (Note 8) | ||
Mezzanine equity: | ||
Redeemable preferred stock: $0.001 par value; zero and 256 shares authorized and issued and outstanding at June 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of zero and $255,559 at June 30, 2024 and December 31, 2023, respectively | 0 | 311,253 |
Stockholders' equity (deficit): | ||
Preferred stock: $0.001 par value, 10,000 and 9,744 shares authorized at June 30, 2024 and December 31, 2023, respectively; no shares issued and outstanding at June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock: $0.001 par value, 600,000 shares authorized at June 30, 2024 and 400,000 shares authorized at December 31, 2023; 389,703 and 83,364 shares issued at June 30, 2024 and December 31, 2023, respectively; 371,123 and 80,232 shares outstanding at June 30, 2024 and December 31, 2023, respectively | 389 | 83 |
Additional paid-in capital | 1,682,480 | 860,816 |
Accumulated other comprehensive loss | (1,500) | (2,221) |
Accumulated deficit | (1,124,641) | (1,000,752) |
Treasury stock at cost: 18,580 and 3,132 shares at June 30, 2024 and December 31, 2023, respectively | (46,467) | (5,977) |
Total stockholders' equity (deficit) | 510,261 | (148,051) |
Total liabilities, mezzanine equity and stockholders' equity (deficit) | $ 708,732 | $ 323,067 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable preferred stock, shares authorized (in shares) | 0 | 256,000 |
Redeemable preferred stock, shares issued (in shares) | 0 | 256,000 |
Redeemable preferred stock, shares outstanding (in shares) | 0 | 256,000 |
Redeemable preferred stock, aggregate liquidation preference | $ 0 | $ 255,559 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 9,744,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 600,000,000 | 400,000,000 |
Equity consideration transferred in connection with merger includes shares of common stock issued | 389,703,000 | 83,364,000 |
Common stock, shares outstanding (in shares) | 371,123,000 | 80,232,000 |
Treasury stock (in shares) | 18,580,000 | 3,132,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 37,205 | $ 27,666 | $ 82,745 | $ 52,785 |
Cost of revenue: | ||||
Total cost of revenue | 22,297 | 14,064 | 43,649 | 26,902 |
Gross profit | 14,908 | 13,602 | 39,096 | 25,883 |
Operating expenses: | ||||
Research and development | 19,222 | 6,184 | 35,202 | 12,613 |
Selling, general and administrative | 37,674 | 22,600 | 84,617 | 43,895 |
Restructuring and related charges | 5,749 | 2,267 | 10,033 | 3,417 |
Transaction-related expenses | 2,782 | 0 | 19,945 | 0 |
Total operating expenses | 65,427 | 31,051 | 149,797 | 59,925 |
Loss from operations | (50,519) | (17,449) | (110,701) | (34,042) |
Bargain purchase gain | 0 | 0 | 25,213 | 0 |
Interest income, net | 4,444 | 244 | 9,618 | 316 |
Other income (expense), net | 412 | 466 | (1,822) | 407 |
Loss before income taxes | (45,663) | (16,739) | (77,692) | (33,319) |
Income tax benefit (expense) | (55) | (301) | (183) | (564) |
Net loss | (45,718) | (17,040) | (77,875) | (33,883) |
Induced conversion of redeemable preferred stock | 0 | 0 | (46,014) | 0 |
Net loss attributable to common stockholders | $ (45,718) | $ (17,040) | $ (123,889) | $ (33,883) |
Net loss per share, basic (in dollars per share) | $ (0.12) | $ (0.22) | $ (0.37) | $ (0.43) |
Net loss per share, diluted (in dollars per share) | $ (0.12) | $ (0.22) | $ (0.37) | $ (0.43) |
Shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 372,331 | 78,669 | 333,228 | 78,873 |
Shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 372,331 | 78,669 | 333,228 | 78,873 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 22,163 | $ 21,665 | $ 45,755 | $ 39,103 |
Cost of revenue: | ||||
Total cost of revenue | 12,202 | 11,883 | 24,983 | 21,873 |
Service revenue | ||||
Revenue: | ||||
Total revenue | 14,053 | 5,821 | 35,080 | 12,702 |
Cost of revenue: | ||||
Total cost of revenue | 10,070 | 2,181 | 18,579 | 4,973 |
Collaboration and other revenue | ||||
Revenue: | ||||
Total revenue | 989 | 180 | 1,910 | 980 |
Cost of revenue: | ||||
Total cost of revenue | $ 25 | $ 0 | $ 87 | $ 56 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ (45,718) | $ (17,040) | $ (77,875) | $ (33,883) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | 308 | (327) | 844 | (157) |
Net change in unrealized gain (loss) on investments | (16) | 104 | (123) | 502 |
Other comprehensive income (loss), net of tax | 292 | (223) | 721 | 345 |
Comprehensive loss | $ (45,426) | $ (17,263) | $ (77,154) | $ (33,538) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accum. Other Comp. Loss | Accum. Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 79,904,000 | |||||
Beginning balance at Dec. 31, 2022 | $ (81,467) | $ 80 | $ 847,008 | $ (1,896) | $ (926,096) | $ (563) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | (422,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 420,000 | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (93) | (93) | ||||
Stock-based compensation expense | 3,148 | 3,148 | ||||
Repurchase of common stock (in shares) | (1,250,000) | |||||
Repurchase of common stock | (2,466) | $ (2,466) | ||||
Net Income (Loss) | (16,843) | (16,843) | ||||
Other comprehensive income (loss), net of tax | 568 | 568 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 80,324,000 | |||||
Ending balance at Mar. 31, 2023 | (97,153) | $ 80 | 850,063 | (1,328) | (942,939) | $ (3,029) |
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | (1,672,000) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 79,904,000 | |||||
Beginning balance at Dec. 31, 2022 | $ (81,467) | $ 80 | 847,008 | (1,896) | (926,096) | $ (563) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | (422,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of common stock (in shares) | (2,458,684) | |||||
Net Income (Loss) | $ (33,883) | |||||
Other comprehensive income (loss), net of tax | 345 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 82,002,000 | |||||
Ending balance at Jun. 30, 2023 | (113,387) | $ 81 | 853,466 | (1,551) | (959,979) | $ (5,404) |
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (2,881,000) | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 80,324,000 | |||||
Beginning balance at Mar. 31, 2023 | (97,153) | $ 80 | 850,063 | (1,328) | (942,939) | $ (3,029) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | (1,672,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 1,410,000 | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (36) | $ 1 | (37) | |||
Issuance of common stock under ESPP (in shares) | 268,000 | |||||
Issuance of common stock under ESPP | 326 | 326 | ||||
Stock-based compensation expense | $ 3,114 | 3,114 | ||||
Repurchase of common stock (in shares) | (1,208,200) | (1,209,000) | ||||
Repurchase of common stock | $ (2,375) | $ (2,375) | ||||
Net Income (Loss) | (17,040) | (17,040) | ||||
Other comprehensive income (loss), net of tax | (223) | (223) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 82,002,000 | |||||
Ending balance at Jun. 30, 2023 | $ (113,387) | $ 81 | 853,466 | (1,551) | (959,979) | $ (5,404) |
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (2,881,000) | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 80,232,000 | 83,364,000 | ||||
Beginning balance at Dec. 31, 2023 | $ (148,051) | $ 83 | 860,816 | (2,221) | (1,000,752) | $ (5,977) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (3,132,000) | (3,132,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of redeemable preferred stock (shares) | 92,931,000 | |||||
Conversion of redeemable preferred stock | $ 311,253 | $ 93 | 357,174 | (46,014) | ||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 1,733,000 | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (18) | $ 2 | (20) | |||
Exercise of stock options (in shares) | 47,000 | |||||
Exercise of stock options | 72 | 72 | ||||
Stock-based compensation expense | 11,611 | 11,611 | ||||
Repurchase of common stock (in shares) | (4,119,000) | |||||
Repurchase of common stock | (11,051) | $ (11,051) | ||||
Common stock relinquished in litigation settlement | 1,009 | 1,009 | ||||
Merger consideration (in shares) | 209,577,000 | |||||
Merger consideration | 444,219 | $ 209 | 444,010 | |||
Net Income (Loss) | (32,157) | (32,157) | ||||
Other comprehensive income (loss), net of tax | 429 | 429 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 387,652,000 | |||||
Ending balance at Mar. 31, 2024 | $ 577,316 | $ 387 | 1,674,672 | (1,792) | (1,078,923) | $ (17,028) |
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | (7,251,000) | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 80,232,000 | 83,364,000 | ||||
Beginning balance at Dec. 31, 2023 | $ (148,051) | $ 83 | 860,816 | (2,221) | (1,000,752) | $ (5,977) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (3,132,000) | (3,132,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 531 | |||||
Repurchase of common stock (in shares) | (15,448,533) | |||||
Net Income (Loss) | $ (77,875) | |||||
Other comprehensive income (loss), net of tax | $ 721 | |||||
Ending balance (in shares) at Jun. 30, 2024 | 371,123,000 | 389,703,000 | ||||
Ending balance at Jun. 30, 2024 | $ 510,261 | $ 389 | 1,682,480 | (1,500) | (1,124,641) | $ (46,467) |
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (18,580,000) | (18,580,000) | ||||
Beginning balance (in shares) at Mar. 31, 2024 | 387,652,000 | |||||
Beginning balance at Mar. 31, 2024 | $ 577,316 | $ 387 | 1,674,672 | (1,792) | (1,078,923) | $ (17,028) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | (7,251,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 1,384,000 | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (326) | $ 1 | (327) | |||
Issuance of common stock under ESPP (in shares) | 202,000 | |||||
Issuance of common stock under ESPP | 425 | 425 | ||||
Exercise of stock options (in shares) | 465,000 | |||||
Exercise of stock options | 981 | $ 1 | 980 | |||
Stock-based compensation expense | $ 6,730 | 6,730 | ||||
Repurchase of common stock (in shares) | (11,329,047) | (11,329,000) | ||||
Repurchase of common stock | $ (29,439) | $ (29,439) | ||||
Net Income (Loss) | (45,718) | (45,718) | ||||
Other comprehensive income (loss), net of tax | $ 292 | 292 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 371,123,000 | 389,703,000 | ||||
Ending balance at Jun. 30, 2024 | $ 510,261 | $ 389 | $ 1,682,480 | $ (1,500) | $ (1,124,641) | $ (46,467) |
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (18,580,000) | (18,580,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - shares | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Merger consideration | 389,703,000 | 83,364,000 | |
Related Party | |||
Merger consideration | 26,367 | 26,367 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (77,875) | $ (33,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bargain purchase gain | (25,213) | 0 |
Stock-based compensation expense | 18,341 | 6,262 |
Amortization of acquired intangible assets | 2,822 | 5,600 |
Depreciation and amortization | 6,228 | 1,688 |
Accretion of discount on short-term investments, net | (4,544) | (151) |
Non-cash lease expense | 2,949 | 1,902 |
Provision for excess and obsolete inventory | 1,874 | 572 |
Change in fair value of warrants | (453) | |
Other non-cash items | 868 | 327 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 5,012 | 2,238 |
Inventory | (12,777) | (1,939) |
Prepaid expenses and other assets | (3,291) | 426 |
Accounts payable | (10,694) | (1,774) |
Accrued liabilities | 3,860 | 659 |
Deferred revenue | (1,207) | 937 |
Operating lease liabilities | (2,984) | (1,836) |
Other liabilities | (4,442) | 1,158 |
Net cash used in operating activities | (101,526) | (17,814) |
Investing activities | ||
Cash and restricted cash acquired in Merger | 280,033 | |
Purchases of short-term investments | (147,984) | (6,836) |
Proceeds from sales and maturities of investments | 239,000 | 91,964 |
Purchases of property and equipment | (2,718) | (1,848) |
Net cash provided by investing activities | 368,331 | 83,280 |
Financing activities | ||
Repayment of term loan and convertible notes | (8,192) | |
Payment of term loan fee | (545) | |
Repurchase of common stock | (40,490) | (4,841) |
Proceeds from ESPP stock issuance | 425 | 326 |
Payments for taxes related to net share settlement of equity awards and other | (344) | (127) |
Proceeds from exercise of stock options | 1,052 | |
Net cash used in financing activities | (48,094) | (4,642) |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (110) | (49) |
Net increase in cash, cash equivalents and restricted cash | 218,601 | 60,775 |
Cash, cash equivalents and restricted cash at beginning of period | 52,499 | 82,324 |
Cash, cash equivalents and restricted cash at end of period | 271,100 | 143,099 |
Supplemental disclosures of cash flow information | ||
Equity consideration transferred in connection with Merger | 444,219 | |
Cash paid for interest | 1,640 | 1,919 |
Cash paid for income taxes, net of refunds | 347 | 512 |
Non-cash right-of-use assets and lease liabilities | 91 | 211 |
Asset retirement obligations | $ 761 | $ 740 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Equity consideration transferred in connection with merger includes shares of common stock issued | 389,703,000 | 83,364,000 | |
Related Party | |||
Equity consideration transferred in connection with merger includes shares of common stock issued | 26,367 | 26,367 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (45,718) | $ (32,157) | $ (17,040) | $ (16,843) | $ (77,875) | $ (33,883) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. B asis of Presentation and Summary of Significant Accounting Policies Description of the Business Standard BioTools Inc. ("Standard BioTools" or the "Company") is a Delaware corporation headquartered in South San Francisco, California. The Company has an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better. As a leading solutions provider, the Company endeavors to provide reliable and repeatable insights in health and disease using its proprietary mass cytometry and microfluidics technologies that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology and immunotherapy. On January 5, 2024 (the "Closing Date"), the Company completed the previously announced merger (the "Merger") with SomaLogic, Inc. ("SomaLogic"). As a result, SomaLogic and its subsidiaries became wholly owned subsidiaries of Standard BioTools. Upon completion of the Merger, each share of SomaLogic common stock, par value $ 0.0001 per share (the "SomaLogic Common Stock"), was exchanged for 1.11 shares of the Company's common stock, par value $ 0.001 per share (see Note 2 , Business Combination ). Utilizing the SomaLogic proteomics platform, the Company now enables researchers to analyze various types of biological samples for protein biomarker signatures, which can be utilized in drug discovery and development. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. These interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying financial statements contain all adjustments of a normal and recurring nature, necessary for a fair statement of the Company's financial position as of June 30, 2024, results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The condensed consolidated balance sheet at December 31, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain prior period amounts have been reclassified to conform to the current period presentation. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2023 ("2023 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 1, 2024. Interim results are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Actual results could differ materially from these estimates. Significant estimates and assumptions which form the basis of amounts reported in the condensed consolidated financial statements include, but are not limited to, the identification of performance obligations in contracts with customers; standalone selling prices of the Company's performance obligations; timing of revenue recognition; fair value measurements; net realizable value of inventory; income taxes; and the fair value of intangible assets acquired in business combinations. The Company bases its estimates on current facts and circumstances, historical experience, forecasted results, and various other assumptions that it believes to be reasonable. The Company obtains reports from third-party valuation experts to inform and support estimates related to certain fair value measurements. Restructuring and Related Charges Restructuring and related charges include employee separation costs, contract termination costs, and other costs associated with implementing restructuring plans. Employee separation costs principally consist of one-time termination benefits and contractual termination benefits for severance, other termination benefit costs, and stock-based compensation expense for the acceleration of equity awards. Compensation - Nonretirement Postemployment Benefits ("ASC 712"). Under ASC 712, liabilities for post-employment benefits are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations . One-time termination benefits expenses are recorded at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements. Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805"). Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. When the fair value of net assets acquired and liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of acquisition. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. Transaction costs, including legal, accounting, and integration expenses, are expensed as incurred and are included in operating expenses in the Company's condensed consolidated statements of operations. Software Development Costs Internal-Use Software The Company capitalizes certain internal and external costs related to the acquisition and development of internal-use software or cloud computing arrangements during the application development stages of projects. The costs incurred for development of software intended for internal use and cloud computing arrangements are capitalized in accordance with authoritative accounting guidance . These costs are included in property and equipment, net of accumulated depreciation and amortization in the condensed consolidated balance sheets. When the software is ready for its intended use, the Company amortizes these costs using the straight-line method over the estimated useful life of the asset, typically three years , or, for cloud computing service arrangements, over the term of the hosting arrangement. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred. Software Developed for Sale The costs incurred for the development of computer software to be sold, leased, or otherwise marketed are capitalized in accordance with authoritative accounting guidance, when technological feasibility has been established. Technological feasibility generally occurs when all planning, design, coding and testing activities are completed that are necessary to establish that the product can be produced to meet its design specifications, including functions, features and technical performance requirements. The establishment of technological feasibility is an ongoing assessment of judgment by management with respect to certain external factors, including, but not limited to, anticipated future revenues, estimated economic life and changes in technology. Capitalized software costs include direct labor and related expenses for software development for new products. Capitalized software costs are included in other long-term assets in the condensed consolidated balance sheets. Amortization of capitalized software development costs begins when the product is available for general release. Amortization is provided on a product-by-product basis using the straight-line method over periods of three years . Unamortized capitalized software development costs determined to be in excess of the net realizable value of the product are expensed immediately. Capitalized software costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies at each balance sheet date. In the event of impairment, unamortized capitalized software costs are compared to the net realizable value of the related product and the carrying value of the related assets are written down to the net realizable value to the extent the unamortized capitalized costs exceed such value. The net realizable value is the estimated future gross revenues from the related product reduced by the estimated future costs of completing and disposing of such product, including the costs of providing related maintenance and customer support. Revenue Recognition Revenues are recognized when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the products or services (the "transaction price"). Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company's contracts with customers typically include multiple distinct products and services, and the Company allocates transaction price to these performance obligations based on their relative standalone selling prices ("SSP"). The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. SSPs are generally determined using observable data from recent transactions. In cases where sufficient data is not available, the Company estimates a product’s SSP using a cost plus a margin approach. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Product Revenue The Company generates product revenue from the sale of instruments and consumables, including Integrated Fluidic Circuits and reagents. The Company generally recognizes product revenue at the point in time when control of the goods passes to the customer, and the Company has an enforceable right to payment. This generally occurs either when the product is shipped from one of the Company's facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment or in advance of service and become due in 30 to 60 days. Revenue from the sales of certain instruments that involve significant customization, which primarily includes sales of the SomaScan® equipment bundle, is recognized over time as the Company's performance creates an asset that the customer simultaneously controls (the instrument installation and customization occurs at the customer site). Revenue is recognized based on the progress made toward achieving the performance obligation utilizing an input method of costs incurred relative to total estimated costs. The Company sometimes perform shipping and handling activities after control of the product passes to the customer. The Company has made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Services Revenue The Company generates services revenue primarily from the sale of SomaScan® services. Assay services revenue is generated by performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Assay services revenue is recognized at a point in time when the analysis data or report is delivered to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. The Company also generates services revenue from repairs, maintenance, installation, training, and other specialized product support services. Revenue is recognized at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Service revenues also includes revenue from instrument service and support contracts. Revenue associated with these arrangements is recognized over time using a time-elapsed measure of progress, resulting in straight-line revenue recognition over the term of the agreement, which is generally one to four years . The Company measures progress using a time-elapsed measure of progress as the Company stands ready to provide service on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments collected in advance of service are reported on the Company's condensed consolidated balance sheets as deferred revenue. Collaboration and Other Revenue From time to time the Company enters into collaboration arrangements in which both parties are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, in which case the collaboration is within the scope of ASC 808, Collaborative Arrangements . With such collaborations, the Company determines if any obligations are an output of the Company's ordinary activities in exchange for consideration, and if so, the Company applies ASC 606, Revenue from Contracts with Customers ("ASC 606"), to such activities. For other payments received from collaborative partners for other collaboration activities, which primarily include research and development activities, the Company analogizes to ASC 606. Revenue from such activities is recognized as the Company satisfies its obligations. Other revenue consists of license and royalty revenue and grant revenue. The Company recognizes revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. The Company receives grants from various entities to perform research and development activities over contractually defined periods. Grant revenue is not accounted for under ASC 606, as the grant agreement is not with a customer. As there is no authoritative GAAP guidance for grants awarded to for-profit entities, the Company has applied the guidance in ASC 958, Not-for-Profit Entities by analogy. Revenue is generally recognized provided that the conditions under which the grants were provided have been met and any remaining performance obligations are perfunctory. Warrant Liabilities In connection with the Merger, the Company assumed warrant liabilities for the warrants issued in connection with the initial public offering CM Life Sciences II Inc ("CMLS II"), SomaLogic's predecessor company. CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of common stock at $ 11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of SomaLogic Common Stock at $ 11.50 per share. As of the Closing Date, the Warrants converted into the right to receive, upon exercise of such Warrant, 1.11 shares of the Company's common stock. The Public Warrants are no longer publicly traded and are now identical to the Private Placement Warrants. The Warrants are classified as liabilities on the condensed consolidated balance sheet as of June 30, 2024 as these instruments are precluded from being indexed to the Company's own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging . Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value as of the Closing Date, with subsequent changes in fair value recognized within other income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024. Segment Reporting The Company manages its business through two reportable operating segments: proteomics and genomics. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses performance. The Company's chief operating decision maker ("CODM"), its chief executive officer, assesses performance of operating segments and determines the allocation of resources based primarily on segment operating loss. Recent Accounting Changes and Accounting Pronouncements Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures , which requires disclosure of more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Business Combination | 2. Busine ss Combination Upon completion of the Merger, each share of SomaLogic Common Stock was exchanged for 1.11 shares of the Company's common stock. The fair value of the Company's common stock provided in exchange for SomaLogic Common Stock was approximately $ 419.2 million. Purchase consideration also included replacement of equity awards attributable to pre-combination services. The acquisition-date fair value of consideration transferred in the Merger totaled approximately $ 444.2 million, comprising the following: SomaLogic Common Stock issued and outstanding as of January 5, 2024 188,808 Fixed exchange ratio 1.11 Shares of Standard BioTools common stock issued to SomaLogic stockholders 209,577 Standard BioTools common stock price at close of Merger $ 2.00 Fair value of Standard BioTools common stock issued to SomaLogic stockholders $ 419,154 Fair value of Standard BioTools replacement equity awards attributable to pre-combination service 26,923 Less: Fair value of restricted shares subject to service conditions ( 1,858 ) Total consideration transferred $ 444,219 The Company accounted for the Merger as a business combination, using the acquisition method of accounting in accordance with ASC 805 . The identifiable assets acquired and liabilities assumed of SomaLogic were recorded at their estimated fair values as of the acquisition date and consolidated with those of the Company. The following table reflects the preliminary allocation of consideration transferred to the identifiable assets acquired and liabilities assumed based on the estimated fair values as of the Closing Date: Total consideration $ 444,219 Assets acquired Cash and cash equivalents 278,857 Short-term investments 148,305 Accounts receivable 16,430 Inventory 14,642 Prepaid expenses and other current assets 4,835 Property and equipment 22,455 Non-current inventory 12,208 Royalty receivable 4,669 Operating lease right-of-use assets 3,796 Other non-current assets 1,590 Intangible Assets 25,500 Total assets acquired 533,287 Liabilities assumed Accounts payable and accrued liabilities 20,660 Operating lease liabilities, current 1,601 Deferred revenue, current 3,522 Operating lease liabilities, non-current 2,193 Deferred revenue, non-current 30,667 Warrant liabilities 906 Other non-current liabilities 4,306 Total Liabilities 63,855 Total fair value of net assets acquired $ 469,432 Gain on bargain purchase $ ( 25,213 ) The fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration transferred, resulting in a bargain purchase gain. Before recognizing a gain on a bargain purchase, management reassessed the methods used in the acquisition accounting and verified that management had identified all of the assets acquired and all of the liabilities assumed, and that there were no additional assets or liabilities to be considered. Management also reassessed the procedures used to measure amounts recognized at the Closing Date to ensure that the measurements reflected all consideration transferred based on available information as of the Closing Date. Management determined that the bargain purchase gain was primarily attributable to a rapid decline in the price of the Company's common stock in the days following the announcement of the Merger, which persisted through the close of the Merger. The bargain purchase gain is separately stated below income from operations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2024. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations and are subject to change as the Company obtains additional information during the measurement period (up to one year from the Closing Date). The identifiable intangible assets acquired consisted of developed technology, customer relationships, and tradename. The fair values of the developed technology and customer relationships were estimated using variations of the multi-period excess earnings method, which isolates the net earnings attributable to the asset being measured. The fair value of the SomaLogic trade name was estimated using the relief-from-royalty method, which determines the present value of license fees avoided by owning the trade name. The useful lives of acquired intangibles was estimated based on the contractual terms or period over which approximately 85 % to 90 % of the cumulative discounted cash flows would be realized, depending on the nature of the asset. The valuation of the intangible assets acquired in connection with the Merger, along with their estimated useful lives, is as follows (in thousands): Fair Value Useful Life Developed technology $ 20,000 9 years Trade name 2,750 7 years Customer relationships 2,750 11 years Total fair value of intangible assets acquired $ 25,500 As a result of the Merger, the Company incurred $ 1.9 million of transaction bonuses recorded in selling, general, and administrative expenses on the condensed consolidated statement of operations. Additionally, the Company incurred $ 12.3 million of acquisition-related transaction costs reflected in transaction and integration expenses on the condensed consolidated statement of operations for the six months ended June 30, 2024. Unaudited Pro Forma Results The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and SomaLogic, as if the companies were combined as of January 1, 2023. The unaudited pro forma financial information for the three and six months ended June 30, 2024 combines the Company's financial results for the three and six months ended June 30, 2024 and the historical results of SomaLogic for the 5-day period ended on the Closing Date. The unaudited pro forma financial information for the three and six months ended June 30, 2023 combines the historical results of the Company and SomaLogic for their respective three and six-month periods ended June 30, 2023. The pro forma financial information for the three and six months ended June 30, 2023 has been adjusted to include certain nonrecurring impacts associated with the merger, including the bargain purchase gain and transaction costs. These same impacts have been eliminated from the pro forma financial information for the three and six months ended June 30, 2024. The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from the Merger, mainly including adjustments to reflect additional amortization expense from acquired intangible assets, adjustments to stock-based compensation expense, and additional depreciation expense from the acquired property and equipment. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2023. Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 Revenue $ 48,134 $ 83,390 $ 93,632 Net loss $ ( 39,557 ) $ ( 107,693 ) $ ( 67,796 ) The results of SomaLogic have been consolidated with the Company's results since the Closing Date. For the period of January 6, 2024 to June 30, 2024, SomaLogic contributed revenue and loss of $ 38.6 million and $ 29.0 million, respectively. For the three months ended June 30, 2024, SomaLogic contributed revenue and loss of $ 14.7 million and $ 13.7 million, respectively. |
Revenue and Geographic Area
Revenue and Geographic Area | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Geographic Area | 3. Rev enue and Geographic Area Disaggregation of Revenue by Product Type and Geographic Area The following tables present the Company's revenue for the three and six months ended June 30, 2024 and 2023, respectively, based on product type and the geographic location of customers’ facilities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product revenue: Instruments $ 7,047 $ 11,587 $ 11,950 $ 17,510 Consumables 8,847 10,078 19,258 21,593 SomaScan® assay kits and related 6,269 - 14,547 - Total product revenue 22,163 21,665 45,755 39,103 Service revenue: Assay services 7,680 - 22,542 - Instrument support services 6,373 5,821 12,538 12,702 Total service revenue 14,053 5,821 35,080 12,702 Product and service revenue 36,216 27,486 80,835 51,805 Collaboration and other revenue 989 180 1,910 980 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Americas $ 19,826 $ 10,448 $ 44,490 $ 22,110 Europe, Middle East and Africa (EMEA) 10,536 11,436 23,051 19,273 Asia-Pacific 6,843 5,782 15,204 11,402 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 Illumina Cambridge, Ltd. In connection with the Merger, the Company assumed a multi-year arrangement with Illumina Cambridge, Ltd. ("Illumina"), originally entered into by SomaLogic and Illumina in December 2021 (the "Illumina Agreement), to jointly develop and commercialize co-branded kits that will combine Illumina's Next Generation Sequencing ("NGS") technology with SomaScan® technology (the "Co-Branded Kits"). Pursuant to the Illumina Agreement, SomaLogic received a non-refundable upfront payment of $ 30.0 million in January 2022. Subsequent to executing the Illumina Agreement, Illumina paid an additional $ 0.5 million to purchase the equipment, supplies and training necessary to run the SomaScan ® assay at their facilities, representing a modification to the Illumina Agreement. As of the Closing Date, the Company determined that the transaction price of the Illumina Agreement was $ 30.5 million. Subsequent to commercialization of the Co-Branded Kits, the Company is entitled to receive $ 124.5 million of minimum guaranteed royalties through the term of the Illumina Agreement. No royalties were included in the Illumina transaction price as probability of commercialization had not been achieved as of the Closing Date. Subsequent to commercialization of the Co-Branded Kits, Illumina has the right to purchase SOMAmer reagents below SSP through the remaining term of the Illumina Agreement, which will continue for approximately 8 years following commercialization. Illumina's option to purchase SOMAmer reagents below SSP for this period represents a significant material right (the "Material Right"). As of the Closing Date, the Company allocated $ 30.4 million of the Illumina transaction price to the Material Right, which will be recognized as revenue as Illumina purchases SOMAmer reagents post commercialization. During the first quarter of 2024, the Company determined that commercialization of the Co-Branded Kits is probable due to the launch of an early-access program, and adjusted the transaction price to include $ 127.9 million of royalties expected to be received from 2025 through 2032 . The Company allocated $ 0.4 million of the adjusted transaction price to satisfy performance obligations, and recognized that amount as revenue on a cumulative catch-up basis. The total transaction price of the Illumina Agreement as adjusted is $ 158.4 million. Substantially all of the transaction price is allocated to the Material Right, which the Company expects to recognize as revenue over an 8-year period from 2025 through 2032 . NEC Corporation Additionally, in connection with the Merger, the Company assumed a joint development and commercialization agreement (the "JDCA") with NEC Solution Innovators, Ltd. ("NEC"), originally entered into by SomaLogic and NEC in March 2020, to develop and commercialize SomaScan® services in Japan. The JDCA is within the scope of ASC 808 as both companies are active participants and are exposed to significant rewards and risks dependent on commercial failure or success, and is accounted for by analogy to ASC 606. In connection with the Merger, the Company assumed certain contract liabilities and recorded $ 1.8 million of deferred revenue as of the Closing Date. Under the JDCA, the Company was entitled to receive $ 2.0 million in exchange for research and development services, which was received in April 2024. As of June 30, 2024 , deferred revenue related to the JDCA was $ 2.3 million, which is expected to be fully recognized by March 31, 2025. New England Biolabs, Inc. Also in connection with the Merger, the Company assumed a non-exclusive licensing agreement with New England Biolabs, Inc. ("NEB"), originally entered into by SomaLogic and NEB in September 2022 (the "License Agreement"), whereby the Company provides a license to use certain proprietary information and know-how relating to SomaLogic's aptamer technology. Under the License Agreement, the Company is guaranteed fixed minimum royalties of $ 8.9 million to be received through September 2025. No revenue related to the guaranteed fixed minimum royalties will be recognized, as all revenue related to the receivable was recognized by SomaLogic prior to the Merger. Any revenue above the guaranteed fixed minimum royalties will be recognized in the period in which the subsequent sale or usage has occurred. As of June 30, 2024 , royalties receivable related to this agreement were $ 8.2 million, including a current and non-current portion of $ 4.5 million and $ 3.7 million, respectively. Unfulfilled Performance Obligations A summary of the change in deferred revenue is as follows (in thousands): NEC Illumina Other Total Deferred revenue at December 31, 2023 $ - $ - $ 15,127 $ 15,127 Deferred revenue assumed in connection with merger 1,773 30,418 1,998 34,189 Recognition of revenue from beginning or assumed deferred revenue balances ( 985 ) ( 406 ) ( 8,355 ) ( 9,746 ) Revenue deferred during the period, net of revenue recognized 1,500 — 7,438 8,938 Deferred revenue at June 30, 2024 $ 2,288 $ 30,012 $ 16,208 $ 48,508 The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of June 30, 2024 in the following periods (in thousands): Fiscal Year Expected Revenue (1) 2024 remainder of the year $ 8,099 2025 7,714 2026 3,304 Thereafter 1,458 Total $ 20,575 (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company’s condensed consolidated financial statements and are subject to change if the Company’s customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins. The Company also has unsatisfied performance obligations for service contracts with an expected term of one year or less not included in the amounts above. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, net | 4. Good will and Acquired Intangible Assets, net Acquired intangible assets, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Developed technology $ 137,199 $ ( 118,310 ) $ 18,889 $ 117,354 $ ( 115,954 ) $ 1,400 Trade name 2,750 ( 196 ) 2,554 — — — Customer relationships 2,750 ( 115 ) 2,635 — — — Acquired intangible assets, net $ 142,699 $ ( 118,621 ) $ 24,078 $ 117,354 $ ( 115,954 ) $ 1,400 Total amortization expense of the Company's acquired intangible assets was $ 0.7 million and $ 2.8 million for the three months ended June 30, 2024 and 2023 , respectively. Total amortization expense of the Company's acquired intangible assets was $ 2.8 million and $ 5.6 million for the six months ended June 30, 2024 and 2023 , respectively. There were no indicators of impairment of goodwill, long-lived assets or intangible assets during the six months ended June 30, 2024. As of June 30, 2024, future expected amortization expense of acquired intangible assets, net was as follows (in thousands): Fiscal Period 2024 remainder of the year $ 1,423 2025 2,844 2026 2,844 2027 2,844 2028 2,844 Thereafter 11,279 Total $ 24,078 |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 5. Bala nce Sheet Details Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 269,811 $ 51,704 Restricted cash 1,289 795 Total cash, cash equivalents and restricted cash $ 271,100 $ 52,499 Restricted cash of $ 1.3 million and $ 0.8 million is included in other non-current assets on the condensed consolidated balance sheets as of June 30, 2024, and December 31, 2023, respectively. Accounts Receivable Accounts receivable consisted of the following (in thousands): June 30, 2024 December 31, 2023 Trade receivables $ 28,103 $ 19,972 Royalty receivable, current 4,814 — Less: allowance for expected credit losses ( 476 ) ( 312 ) Accounts receivable, net $ 32,441 $ 19,660 Inventory Inventory consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 49,260 $ 12,140 Work-in-process 625 282 Finished goods 8,985 8,111 Total inventory $ 58,870 $ 20,533 Inventory, current $ 42,618 $ 20,533 Inventory, non-current (1) $ 16,252 $ — (1) The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory on the condensed consolidated balance sheets. The Company recorded charges for excess and obsolete inventory of $ 1.2 million and $ 0.2 million for the three months ended June 30, 2024 and 2023, respectively, and $ 1.9 million and $ 0.6 million for the six months ended June 30, 2024 and 2023, respectively. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Laboratory and manufacturing equipment $ 58,728 $ 35,563 Leasehold improvements 17,053 13,785 Computer equipment 7,804 6,232 Internal-use software 16,735 — Office furniture and fixtures 3,470 1,762 Property and equipment, gross 103,790 57,342 Less accumulated depreciation and amortization ( 66,566 ) ( 35,489 ) Construction-in-progress 5,345 2,334 Property and equipment, net $ 42,569 $ 24,187 Depreciation and amortization expense was $ 3.1 million and $ 0.8 million for the three months ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense was $ 6.2 million and $ 1.7 million for the six months ended June 30, 2024 and 2023, respectively. Accrued Liabilities Accrued liabilities, which are included in current liabilities on the condensed consolidated balance sheets consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued compensation and related benefits $ 14,004 $ 12,052 Loss contingency accruals 3,297 — Accrued warranties 2,876 2,593 Accrued restructuring 3,743 825 Uninvoiced receipts 1,037 1,516 Other 6,972 4,033 Accrued liabilities $ 31,929 $ 21,019 Refer to Note 16 for additional information on restructuring. Deferred Grant Income In September 2020, the Company executed a contract with the National Institutes of Health ("NIH") under NIH’s Rapid Acceleration of Diagnostics program to support the expansion of the Company’s production capacity for its COVID-19 test products. Under the now-completed contract, the Company received $ 34.0 million of funding from the NIH and used $ 22.2 million on capital expenditures for its Singapore manufacturing facility. The amortization of the deferred income, which is offset against depreciation, was $ 0.9 million for each of the three months ended June 30, 2024 and 2023 , and $ 1.8 million for each of the six months ended June 30, 2024 and 2023. Cumulative amounts applied against depreciation expense for these assets placed in service were $ 9.6 million and $ 7.8 million as of June 30, 2024 and December 31, 2023 , respectively, and the carrying values of these assets were $ 12.6 million and $ 14.4 million as of these same dates, respectively. The current portion of deferred grant income on the Company’s condensed consolidated balance sheets represents amounts expected to be offset against depreciation expense over the next twelve months. The non-current portion of deferred grant income includes amounts expected to be offset against depreciation expense in later periods. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Total carrying value of debt consists of the following (in thousands): June 30, 2024 December 31, 2023 Convertible notes: 2014 Notes $ 299 $ 569 2019 Notes, current 54,783 54,530 Total convertible notes, net 55,082 55,099 Term loan, non-current — 3,414 Term loan, current — 5,000 Total debt $ 55,082 $ 63,513 Convertible Notes In February 2014, the Company closed an underwritten public offering of 2014 Senior Convertible Notes (the "2014 Notes"), which will mature on February 1, 2034, unless earlier converted, redeemed or repurchased in accordance with the terms of the 2014 Notes. Holders may require the Company to repurchase all or a portion of their 2014 Notes beginning on February 6, 2029 at a repurchase price in cash equal to 100 % of the principal amount of the 2014 Notes plus accrued and unpaid interest. In March 2024, the Company repurchased $ 0.3 million of the outstanding principal amount of the 2014 Notes. In November 2019, the Company issued $ 55.0 million aggregate principal amount of 2019 Senior Convertible Notes (the "2019 Notes" and together with the 2014 Notes, the "Convertible Notes"). Net proceeds from the 2019 Notes issuance of $ 52.7 million, after deductions for commissions and other debt issuance costs, were used to retire all but $ 1.1 million of the aggregate principal value of the 2014 Notes then outstanding. The 2019 Notes bear interest at 5.25 % per annum, payable semiannually on June 1 and December 1 of each year. The 2019 Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms. The 2019 Notes will be convertible at the option of the holder at any point prior to the close of business on the second scheduled trading day preceding the maturity date. The initial conversion rate of the 2019 Notes is 344.8276 shares of the Company’s common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 2.90 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events. Those certain specified events include conversion of the 2019 Notes in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined by reference to a make-whole table set forth in the indenture governing the 2019 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2019 Notes are convertible at the Company’s option in whole but not in part into shares of the Company’s common stock upon certain conditions if the volume-weighted average price of the Company’s common stock has equaled or exceeded 130 % of the conversion price then in effect for a specified number of days. Offering-related costs related to both notes were capitalized as debt issuance costs and are recorded as an offset to the carrying value of the 2019 Notes. The carrying values of the Convertible Notes approximate fair values as the interest rate and terms are reflective of the rate the Company could obtain on debt with similar terms and conditions. The Convertible Notes are not regularly traded and there is no public market for the Convertible Notes. The estimated fair values for the Convertible Notes represent Level 3 valuations since the fair values for the Convertible Notes cannot be determined by using readily observable inputs or measures, such as market prices. Term Loan Facility, net On August 2, 2021, the Company amended its Revolving Credit Facility to, amongst other things, provide for a new $ 10.0 million term loan facility (the "Term Loan Facility"). As of December 31, 2023, the Term Loan Facility was fully drawn with an outstanding principal balance of $ 7.9 million and a carrying value of $ 8.4 million. The interest rate on the Term Loan Facility was the greater of 4.0 % per annum or a floating per annum rate equal to the prime rate plus 0.75 %. Interest on any outstanding term loan advances was due and payable monthly. In addition to the monthly interest payments, a final payment equal to 6.5 % of the original principal amount of each advance was due the earlier of the maturity date or the date the advance is repaid. Principal balances were required to be repaid in 24 equal installments which began on August 1, 2023. The stated maturity of the Term Loan Facility was July 1, 2025. On March 4, 2024, the Company fully repaid all outstanding indebtedness owed pursuant to the Term Loan Facility and terminated the agreement. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 7. Le ases In connection with the Merger, the Company assumed three leases for office and laboratory space, with lease terms of three to five years . The leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the Company's election to renew or extend the leases for additional periods ranging from three to ten years . Lease Costs Lease costs for operating leases are recognized on a straight-line basis over the lease term. The total lease cost for the period, including the Company's historical leases and those assumed in connection with the Merger, was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 2,542 $ 2,001 $ 5,098 $ 4,011 Short-term lease cost — — — — Variable lease cost 1,398 822 2,593 1,587 Less: Sublease income ( 1,076 ) ( 528 ) ( 2,152 ) ( 1,449 ) Total lease cost $ 2,864 $ 2,295 $ 5,539 $ 4,149 Lease Maturities The table below reconciles the undiscounted lease payment maturities to the lease liabilities for the Company's operating leases: June 30, 2024 Remainder of 2024 $ 4,797 2025 9,703 2026 8,747 2027 7,400 2028 7,355 Thereafter 10,224 Total 48,226 Less: amount of lease payments representing interest ( 12,758 ) Present value of future minimum lease payments 35,468 Less: current operating lease liabilities ( 5,851 ) Long-term operating lease liabilities $ 29,617 Supplemental Lease Information Supplemental information related to the Company's operating leases was as follows: June 30, 2024 Weighted average remaining lease term 5.3 years Weighted average discount rate 11.9 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commit ments and Contingencies Other Commitments In the normal course of business, the Company enters into various contractual and legally binding purchase commitments. As of June 30, 2024 , the Company's open commitments totaled $ 18.5 million. Capital expenditure commitments as of June 30, 2024 were immaterial. In connection with the Illumina Agreement, SomaLogic, and now the Company, is required to engage with two contract manufacturing organizations in order to ensure manufacturing capacity. In 2023, SomaLogic contracted with Integrated DNA Technologies, Inc. (“IDT”) to manufacture custom products. Under the contract manufacturing agreement, SomaLogic committed to minimum annual purchases of $ 2.3 million, which obligation the Company subsumed in connection with the Merger. As the minimum contract term is three years, the total purchase commitment related to the Illumina Agreement is $ 6.9 million. As of June 30, 2024, the Company had not yet began placing orders under the Illumina Agreement. The Company has entered into several license and patent agreements. Under these agreements, the Company pays annual license maintenance fees, non-refundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. Future payments related to these license agreements have not been included in the open commitments above, as the period of time over which the future license payments will be required to be made, and the amount of such payments, are indeterminable. The Company does not expect the license payments to be material in any particular year. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In addition, the Company has entered into indemnification agreements with its officers, directors and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Legal Proceedings From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible loss can be estimated, the Company accrues a liability for the estimated loss. Stockholder Litigation On November 28, 2023, a purported stockholder filed a complaint against the Company and its members of its Board in the United States District Court for the Northern District of California. The complaint has since been voluntarily dismissed. On December 12, 2023 two separate stockholder complaints were filed in the District of Delaware. The complaints asserted claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act for allegedly causing the filing with the SEC on November 14, 2023 of a materially deficient registration statement on Form S-4. Among other remedies, the plaintiffs sought to enjoin a stockholder vote on the proposed Merger. The Company is reviewing the complaints and has not yet formally responded to them. On December 13, 2023, a complaint was filed in the Delaware Court of Chancery against SomaLogic and certain officers and directors alleging Breach of Fiduciary Duty and Aiding and Abetting Breach of Fiduciary Duty. This complaint also sought an injunction postponing the proposed transaction, which was denied by the Court on January 4, 2024. An amended complaint was filed on June 20, 2024, containing primarily the same allegations, while removing some of the defendants. As of the date of this report, the Company is in the process of reviewing the amended complaint. Litigation is inherently uncertain and there can be no assurance regarding the outcome. Whether or not any plaintiffs’ claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business. Between October 24, 2023 and January 3, 2024, SomaLogic received 18 letters from purported stockholders demanding that SomaLogic allow the inspection of its books and records and/or make corrective disclosures to its registration statement. In February 2024, the Company settled previously outstanding litigation with a former stockholder of SomaLogic, whereby the Company relinquished 422,048 shares of the Company's common stock that were subject to vesting conditions. In May 2024, the Company settled previously outstanding litigation with former stockholders of SomaLogic for $ 6.2 million consisting of the repurchase of approximately 1.84 million shares of the Company's common stock from the stockholders at the market price of $ 2.40 per share, and a cash payment of $ 1.8 million. The Company recognized a litigation loss of $ 0.6 million during the six months ended June 30, 2024. On June 4, 2024, the Company received a demand pursuant to Section 220 of the Delaware General Corporation Law from a stockholder to inspect the Company’s books and records relating to the prior conversion of the Company’s Series B preferred stock. The Company has responded to the demand and has produced documents. Additional lawsuits against us and certain of our officers or directors may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, we will not necessarily announce such additional filings. In the normal course of business, the Company is from time to time involved in legal proceedings or potential legal proceedings, including matters involving employment, intellectual property, or others. Although the results of litigation and claims cannot be predicted with certainty, management currently believes that the final outcome of any currently pending matters would not have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates. Other Contingencies Following the Merger, Standard BioTools is responsible for SomaLogic’s liabilities and obligations, including with respect to legal, financial, regulatory, and compliance matters. These liabilities and obligations will result in additional cost and expense by Standard BioTools and, if Standard BioTools has underestimated the amount of these costs and expenses or if Standard BioTools fails to satisfy any such liabilities or obligations, Standard BioTools may not realize the anticipated benefits of the Merger and there may be an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Further, it is possible that there may be unknown, contingent or other liabilities, obligations or other problems that may arise in the future, the existence and/or magnitude of which Standard BioTools was previously unaware. Any such liabilities, obligations or other problems could have an adverse effect on the company’s business, financial condition, results of operations or cash flows. With respect to these additional matters, the Company is not able to estimate the possible loss or range of losses that could be incurred. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 9. Fair Value of Financial Instruments Fair Value of Financial Instruments The following tables summarize the Company’s financial instruments by significant investment category measured at fair value on a recurring basis within the fair value hierarchy as described herein (in thousands): Fair Value Measurements At Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of June 30, 2024 Cash and cash equivalents: Money market funds $ 33,705 $ 33,705 $ — $ — Total cash and cash equivalents $ 33,705 $ 33,705 $ — $ — Short-term investments: U.S. treasury securities $ 124,902 $ — $ 124,902 $ — Total short-term investments $ 124,902 $ — $ 124,902 $ — Total assets measured at fair value $ 158,607 $ 33,705 $ 124,902 $ — Fair Value Measurements At Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2023 Cash and cash equivalents: Money market funds $ 35,385 $ 35,385 $ — $ — Total cash and cash equivalents $ 35,385 $ 35,385 $ — $ — Short-term investments: U.S. treasury securities $ 63,191 $ — $ 63,191 $ — Total short-term investments $ 63,191 $ — $ 63,191 $ — Total assets measured at fair value $ 98,576 $ 35,385 $ 63,191 $ — There were no transfers within the hierarchy and no changes in the valuation techniques used during the six months ended June 30, 2024. The following table summarizes available-for-sale securities (in thousands): As of June 30, 2024 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash and cash equivalents: Money market funds $ 33,705 $ — $ — $ 33,705 Total cash and cash equivalents $ 33,705 $ — $ — $ 33,705 Short-term investments: U.S. treasury securities 1 or less $ 124,949 $ — $ ( 47 ) $ 124,902 Total short-term investments $ 124,949 $ — $ ( 47 ) $ 124,902 Total available-for-sale securities $ 158,654 $ — $ ( 47 ) $ 158,607 As of December 31, 2023 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash and cash equivalents: Money market funds $ 35,385 $ — $ — $ 35,385 Total cash and cash equivalents $ 35,385 $ — $ — $ 35,385 Short-term investments: U.S. treasury securities 1 or less $ 63,169 $ 22 $ — $ 63,191 Total short-term investments $ 63,169 $ 22 $ — $ 63,191 Total available-for-sale securities $ 98,554 $ 22 $ — $ 98,576 As of June 30, 2024 , no ne of the available-for-sale securities held have been in an unrealized loss position for greater than 12 months. The Company does no t intend to sell these investments and it is not likely that the Company will be required to sell these investments before recovery of their amortized cost basis. No allowance for credit losses was recorded. Liabilities measured at fair value on a recurring basis The following table presents information about the Company's liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs we utilized to determine such fair value: Fair value of warrant liabilities as of Closing Date $ 906 Change in fair value of warrant liabilities ( 453 ) Fair value of warrant liabilities as of June 30, 2024 $ 453 Warrant liabilities The Warrants were valued using Level 2 inputs as of the Closing Date as the Public Warrants were actively traded as of the Closing Date. Therefore, the Company had directly observable prices for identical instruments as of the Closing Date. As of June 30, 2024, the Public Warrants were no longer publicly traded (see Note 1 ), so the Warrants were valued using a binomial lattice model (a special case of the income approach), using the following Level 3 inputs: June 30, 2024 Volatility 70.2 % Risk-free rate 4.62 % Warrant term 2.2 |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Mezzanine Equity | 10. Mezzanine Equity Series B Redeemable Preferred Stock On March 18, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (together, "Casdin"), and Viking Global Opportunities Illiquid Investments Sub Master LP and Viking Global Opportunities Drawdown LP (together, “Viking” and, collectively with Casdin, the “Investors”). Pursuant to the Exchange Agreement, the Investors exchanged (the “Exchange”) an aggregate of (i) 127,780 shares of Series B-1 Convertible Preferred Stock, par value $ 0.001 per share (the “Series B-1 Preferred Stock”), and (ii) 127,779 shares of Series B-2 Convertible Preferred Stock, par value $ 0.001 per share (the “Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), representing all of the outstanding shares of Series B Preferred Stock, for an aggregate of 92,930,553 shares of the Company’s common stock. The Exchange was completed on March 18, 2024. Following the closing of the Exchange, no shares of Series B Preferred Stock remained outstanding as of June 30, 2024 , and the Company had no amounts recorded in mezzanine equity. On June 18, 2024, the Company filed a registration statement on Form S-3 (File No. 333-280321), which became effective on June 27, 2024, registering the resale of 105,116,628 shares of common stock which were issued upon conversion of the Series B Preferred Stock in the Exchange. The Exchange was considered to be an induced conversion of preferred stock as the Investors received a lower conversion price, and were issued more shares of common stock than provided under the original terms of the Series B Convertible Preferred Stock Purchase Agreement entered into with the Investors. The $ 46.0 million difference between the fair value of the inducement and the carrying value of the Series B Preferred Stock was recognized to the Company's accumulated deficit during the six months ended June 30, 2024. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) 2024 Stock Repurchase Program On February 6, 2024, the Company' s board of directors authorized a new share repurchase program (the "2024 Share Repurchase Program") pursuant to which the Company may repurchase up to $ 50.0 million of shares of its common stock in the open market, in one or more Rule 10b5-1 trading plans, or in negotiated transactions through March 1, 2026. The repurchases are contingent upon favorable market and business conditions and are funded by cash on hand. The program does not obligate the Company to acquire any specific number of shares. During the six months ended June 30, 2024 , the Company repurchased 13,603,617 shares of its common stock for an aggregate of $ 36.1 million under the 2024 Share Repurchase Program. Common Shares Reserved As of June 30, 2024, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands): Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 7,595 1,093 6 2011 Equity Incentive Plan 8,308 8,036 28,683 2017 Inducement Award Plan 59 — 2 2017 Employee Stock Purchase Plan — — 1,379 SomaLogic Plans 26,344 1,226 — Total common stock reserved for future issuance 42,306 10,355 30,070 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation The Company has various stock-based compensation plans, which are more fully described in our 2023 Financial Statements. Under the 2022 Inducement Equity Incentive Plan (the “2022 Plan”), the Company has the ability to grant several forms of incentive awards to the Company's eligible employees, directors, and non-employee consultants. Upon completion of the Merger, the Company assumed SomaLogic's stock incentive plans. In addition, all outstanding options to purchase SomaLogic Common Stock and all restricted stock units in respect of shares of SomaLogic Common Stock that were outstanding immediately prior to the completion of the Merger were automatically adjusted by the Exchange Ratio and converted into an equity award of the same type covering shares of the Company's common stock, on the same terms and conditions (including any continuing vesting requirements), under the applicable Company plan and award agreement in effect immediately prior to the completion of the Merger. During the three and six months ended June 30, 2024 , the Company recorded nil and $ 6.2 million, respectively, of stock-based compensation expense due to the acceleration of awards for certain SomaLogic executives in connection with the Merger. Restricted Stock Units Number of Units Weighted-Average Balance at December 31, 2023 6,933 $ 2.46 Assumed through acquisition 2,970 $ 2.00 Granted 4,235 $ 2.49 Vested ( 2,959 ) $ 2.33 Forfeited ( 924 ) $ 2.35 Balance at June 30, 2024 10,255 $ 2.38 As of June 30, 2024 , unrecognized stock-based compensation expense related to outstanding unvested restricted stock units ("RSUs") under the Company’s equity incentive plans was $ 21.7 million. The Company expects to recognize the expense over a weighted-average period of 2.9 years. Stock Options Number of Weighted-Average Weighted- Aggregate (1) (in thousands) Balance at December 31, 2023 9,294 $ 3.62 8.5 Assumed through acquisition 28,184 $ 4.80 Granted 6,697 $ 2.50 Exercised ( 531 ) $ 2.13 Cancelled ( 1,338 ) $ 4.44 Balance at June 30, 2024 42,306 $ 4.23 6.5 $ 9 Vested at June 30, 2024 26,938 $ 4.88 5.0 $ 6 Unvested options at June 30, 2024 15,368 $ 3.09 9.0 $ 3 (1) Aggregate intrinsic value as of June 30, 2024 was calculated as the difference between the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on June 28, 2024, which was $ 1.77 , and the exercise price of the options, multiplied by the number of in-the-money options. The total intrinsic value of options exercised during the three and six months ended June 30, 2024 was $ 0.2 million and $ 0.3 million, respectively. The total intrinsic value of options exercised during each of the three and six months ended June 30, 2023 was immaterial . As of June 30, 2024 , the aggregate unrecognized compensation costs related to outstanding unvested options under the Company’s equity incentive plans were $ 27.2 million. The Company expects to recognize those costs over a weighted-average period of 2.8 years. Performance-based Awards In July 2023, the Company granted performance-based restricted stock units ("PSUs") to certain executive officers that vest based upon the achievement of specified revenue and EBITDA targets for the twelve months ended December 31, 2023, and the executive’s continued employment with the Company. Stock-based compensation expense is being recognized over the requisite service period, as it is deemed probable the Company will satisfy the performance measures. Certain of the specified revenue and EBITDA targets were met and the PSUs vested and were released from restriction in April 2024. Activity under the performance-based awards was as follows: Number of Units Weighted-Average Balance at December 31, 2023 309 $ 2.42 PSU granted 100 $ 2.25 Performance adjustment ( 26 ) $ 2.42 PSU released ( 283 ) $ 2.42 Balance at June 30, 2024 100 $ 2.25 Stock-based Compensation Expense Stock-based compensation expense is reported in the Company's condensed consolidated statement of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of product revenue $ 162 $ 99 $ 305 $ 373 Cost of services revenue 132 8 227 85 Cost of collaboration and other revenue — — 1 2 Research and development expense 2,428 366 3,756 782 Selling, general and administrative expense 4,008 2,641 14,052 5,020 Total stock-based compensation expense $ 6,730 $ 3,114 $ 18,341 $ 6,262 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The Company’s basic and diluted net loss per share is calculated by dividing net loss less any redemption or induced conversion on the Series B Preferred Stock by the weighted-average number of shares of common stock outstanding for the period. RSUs, PSUs, options to purchase the Company’s common stock, restricted stock, Employee Stock Purchase Plan ("ESPP") shares pending issuance, Series B Preferred Stock and Convertible Notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. As described above, on March 18, 2024, the Company consummated the Exchange in which all outstanding Series B Preferred Stock were exchanged for an aggregate of 92,930,553 shares of the Company's common stock. This transaction was determined to be an induced conversion due a reduction in the original conversion price. The excess of the fair value of the common stock issued over the fair value of shares issuable under original terms represents an in-substance distribution to the Investors, and was included as a reduction to the numerator in calculating earnings per share. Computation of net loss per share for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss from operations $ ( 45,718 ) $ ( 17,040 ) $ ( 77,875 ) $ ( 33,883 ) Induced conversion of redeemable preferred stock — — ( 46,014 ) — Net loss attributable to common stockholders $ ( 45,718 ) $ ( 17,040 ) $ ( 123,889 ) $ ( 33,883 ) Denominator: Weighted-average shares outstanding during the period 372,331 78,669 333,228 78,873 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.12 ) $ ( 0.22 ) $ ( 0.37 ) $ ( 0.43 ) The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): Six Months Ended June 30, 2024 2023 RSUs, PSUs, stock options, restricted shares and ESPP shares 53,275 14,366 Series B Preferred Stock — 75,164 2019 Notes (1) 18,966 18,966 2014 Notes 5 10 Warrants 11,692 — Total 83,938 108,506 (1) The conversion rate is subject to adjustment upon the occurrence of certain specified events, including voluntary conversion of the 2019 Notes prior to the Company’s exercise of the Issuer’s Conversion Option (as defined in the 2019 Notes) or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined based on the effective date and current price of the Company’s common stock, subject to a minimum and maximum price per share. The maximum number of additional shares of the Company's common stock that may be issued under the make-whole premium is 4,741,374 shares. Refer to Note 6 for additional information on the 2019 Notes. The 11,329,047 and 1,208,200 shares of the Company's common stock that were repurchased during the three months ended June 30, 2024 and 2023 , respectively, and the 15,448,533 and 2,458,684 shares repurchased during the six months ended June 30, 2024 and 2023 , respectively, have also been excluded from the Company's net loss per share and diluted net loss per share calculations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company’s quarterly provision for income taxes is based on an estimated annual effective income tax rate. The quarterly provision for income taxes also includes discrete items, such as changes in valuation allowances or adjustments upon finalization of tax returns as well as infrequently occurring items, if any, such as the effects of changes in tax laws or rates, in the interim period in which they occur. The Company recorded income tax expense of $ 0.1 million and $ 0.3 million in the three months ended June 30, 2024 and 2023 , respectively, and income tax expense of $ 0.2 million and $ 0.6 million in the six months ended June 30, 2024 and 2023, respectively. The decrease in the Company's tax provision reflects the effect of the Company's foreign operations, which reported lower pre-tax income in the first half of 2024 compared to the same period in 2023. The Company’s effective tax rates for both periods differ from the 21 % U.S. Federal statutory tax rate primarily due to valuation allowances recorded against deferred tax assets on domestic losses and the tax rate differences between the United States and foreign countries. The Company maintains a valuation allowance against its U.S. deferred tax assets as the Company believes it is more likely than not the deferred tax assets will not be realized. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting The Company operates in two reportable segments: proteomics and genomics. Each segment is identified by its unique portfolio of products. Proteomics includes instruments, consumables, software, and services based upon technologies used in the identification of proteins. Genomics includes instruments, consumables, software, and services based upon technologies used in the identification of genes (DNA, RNA) and their functions. During the first quarter of 2024, the CODM began using operating income to measure the operating performance of the segments. The Company determines each segment’s operating income by subtracting direct expenses, including cost of revenues, research and development expense, and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring charges are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for functions shared by both operating segments such as executive management, human resources, and finance, along with interest and taxes, and transaction and integration expenses are excluded from each segment’s results, which is consistent with how our CODM evaluates segment performance. The Company does not prepare or report segmented balance sheet information as the CODM does not use the information to assess segment operating performance. The segments adhere to the same accounting policies as the Company as a whole. The Company’s business segment information was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue: Proteomics $ 28,209 $ 18,088 $ 64,389 $ 33,288 Genomics 8,996 9,578 18,356 19,497 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 Income (loss) from operations: Proteomics $ ( 23,739 ) $ ( 3,710 ) $ ( 38,275 ) $ ( 9,191 ) Genomics 952 ( 437 ) 756 ( 260 ) Corporate expenses ( 19,201 ) ( 11,035 ) ( 43,204 ) ( 21,174 ) Restructuring and related charges ( 5,749 ) ( 2,267 ) ( 10,033 ) ( 3,417 ) Transaction and integration expenses ( 2,782 ) — ( 19,945 ) — Total income (loss) from operations $ ( 50,519 ) $ ( 17,449 ) $ ( 110,701 ) $ ( 34,042 ) Depreciation & amortization: Proteomics 1,896 3,240 $ 5,253 $ 6,512 Genomics 346 164 747 330 Corporate 1,614 222 3,050 446 Total depreciation & amortization $ 3,856 $ 3,626 $ 9,050 $ 7,288 |
Restructuring and Related Charg
Restructuring and Related Charges | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | 16. Restructu ring and Related Charges In April 2024, following a strategic review of the combined business after completion of the Merger, the Company announced workforce reduction plan (the "Strategic Reorganization") to reduce operating costs and focus on long-term growth opportunities. Under this Strategic Reorganization, the Company reduced its workforce by approximately 10 % of its total workforce, with the majority of these employees separating by July 2024. Employees who were impacted by the Strategic Reorganization were eligible to receive severance and other benefits contingent upon an impacted employee's execution of a separation agreement. Certain impacted employees were covered by employment agreements or existing severance plans that provided termination benefits. One-time termination benefits were recorded pursuant to ASC 420, Exit or Disposal Cost Obligations , while termination benefits under ongoing benefit arrangement were recorded pursuant to ASC 712, Compensation - Nonretirement Postemployment Benefits . The Company recognized restructuring charges of approximately $ 5.7 million and $ 10.0 million during the three and six months ended June 30, 2024, respectively, related to a restructuring plan implemented after the Merger to integrate operations and realize synergies. For the three and six months ended June 30, 2023, the Company recognized restructuring and related charges of $ 2.3 million and $ 3.4 million, respectively, related to a restructuring plan implemented in 2022 to improve the Company's operational efficiency. The Company also continues to recognize ongoing restructuring charges from its restructuring plans for facility-related costs, which will continue through the termination of the facility leases. The following table summarizes the change in the Company’s restructuring and other related liabilities for the six months ended June 30, 2024 (in thousands): Severance (1) Facility Other (2) Total Balance at December 31, 2023 $ 825 $ — $ — $ 825 Restructuring and related charges 8,011 1,427 595 10,033 Cash payments ( 5,093 ) ( 1,427 ) ( 595 ) ( 7,115 ) Balance at June 30, 2024 $ 3,743 $ — $ — $ 3,743 (1) Restructuring liabilities are recorded in accrued liabilities on the condensed consolidated balance sheets. Substantially all severance and other employee-related benefits related to ongoing benefit arrangements and were recorded pursuant to ASC 712. (2) Other restructuring liabilities are comprised mainly of sublease commissions and are recorded in other accrued liabilities on the condensed consolidated balance sheets. The Company’s restructuring and related charges by segment and corporate were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restructuring: Proteomics $ — $ 287 $ — $ 478 Genomics — 151 — 559 Corporate expenses 5,749 1,829 10,033 2,380 Total restructuring and related charges $ 5,749 $ 2,267 $ 10,033 $ 3,417 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | 17. Related Parties In connection with the Merger, Eli Casdin, a member of the Company’s board of directors and the Company’s principal stockholder, and the former principal stockholder of SomaLogic, was issued 3,807 shares of common stock, 3,807 restricted stock units vesting in equal annual installments beginning on March 17, 2024, and 144,088 options in exchange for his shares of SomaLogic Common Stock and SomaLogic equity awards. In addition, Casdin Partners Master Fund, L.P. and Casdin Private Growth Equity Fund, L.P. received 11,246,525 and 2,744,219 shares of common stock, respectively, in exchange for their shares of SomaLogic Common Stock, which shares may be deemed to be indirectly beneficially owned by Mr. Casdin. Additionally, in connection with the Merger, warrants held by CMLS Holdings II LLC (“CMLS LLC”) converted into the right to receive, upon exercise of such warrants, 4,824,802 shares of the Company’s common stock and CMLS LLC also received 7,548,000 shares of common stock in exchange for its SomaLogic Common Stock, all of which may be deemed to be indirectly beneficially owned by Mr. Casdin. In total, Mr. Casdin may be deemed to have beneficially received 26,515,248 shares of common stock in the Merger, including the shares of the Company's common stock issuable upon the vesting of RSUs and exercise of options and warrants. On March 18, 2024, Casdin and its affiliates entered into the Exchange Agreement with the Company whereby all of the outstanding shares of the Series B-1 Preferred Stock held by Casdin and its affiliates were converted into an aggregate of 46,465,458 shares of the Company's common stock. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. These interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying financial statements contain all adjustments of a normal and recurring nature, necessary for a fair statement of the Company's financial position as of June 30, 2024, results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The condensed consolidated balance sheet at December 31, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain prior period amounts have been reclassified to conform to the current period presentation. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2023 ("2023 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 1, 2024. Interim results are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Actual results could differ materially from these estimates. Significant estimates and assumptions which form the basis of amounts reported in the condensed consolidated financial statements include, but are not limited to, the identification of performance obligations in contracts with customers; standalone selling prices of the Company's performance obligations; timing of revenue recognition; fair value measurements; net realizable value of inventory; income taxes; and the fair value of intangible assets acquired in business combinations. The Company bases its estimates on current facts and circumstances, historical experience, forecasted results, and various other assumptions that it believes to be reasonable. The Company obtains reports from third-party valuation experts to inform and support estimates related to certain fair value measurements. |
Restructuring and Related Charges | Restructuring and Related Charges Restructuring and related charges include employee separation costs, contract termination costs, and other costs associated with implementing restructuring plans. Employee separation costs principally consist of one-time termination benefits and contractual termination benefits for severance, other termination benefit costs, and stock-based compensation expense for the acceleration of equity awards. Compensation - Nonretirement Postemployment Benefits ("ASC 712"). Under ASC 712, liabilities for post-employment benefits are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations . One-time termination benefits expenses are recorded at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805"). Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. When the fair value of net assets acquired and liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of acquisition. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. Transaction costs, including legal, accounting, and integration expenses, are expensed as incurred and are included in operating expenses in the Company's condensed consolidated statements of operations. |
Software Development Costs | Software Development Costs Internal-Use Software The Company capitalizes certain internal and external costs related to the acquisition and development of internal-use software or cloud computing arrangements during the application development stages of projects. The costs incurred for development of software intended for internal use and cloud computing arrangements are capitalized in accordance with authoritative accounting guidance . These costs are included in property and equipment, net of accumulated depreciation and amortization in the condensed consolidated balance sheets. When the software is ready for its intended use, the Company amortizes these costs using the straight-line method over the estimated useful life of the asset, typically three years , or, for cloud computing service arrangements, over the term of the hosting arrangement. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred. Software Developed for Sale The costs incurred for the development of computer software to be sold, leased, or otherwise marketed are capitalized in accordance with authoritative accounting guidance, when technological feasibility has been established. Technological feasibility generally occurs when all planning, design, coding and testing activities are completed that are necessary to establish that the product can be produced to meet its design specifications, including functions, features and technical performance requirements. The establishment of technological feasibility is an ongoing assessment of judgment by management with respect to certain external factors, including, but not limited to, anticipated future revenues, estimated economic life and changes in technology. Capitalized software costs include direct labor and related expenses for software development for new products. Capitalized software costs are included in other long-term assets in the condensed consolidated balance sheets. Amortization of capitalized software development costs begins when the product is available for general release. Amortization is provided on a product-by-product basis using the straight-line method over periods of three years . Unamortized capitalized software development costs determined to be in excess of the net realizable value of the product are expensed immediately. Capitalized software costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies at each balance sheet date. In the event of impairment, unamortized capitalized software costs are compared to the net realizable value of the related product and the carrying value of the related assets are written down to the net realizable value to the extent the unamortized capitalized costs exceed such value. The net realizable value is the estimated future gross revenues from the related product reduced by the estimated future costs of completing and disposing of such product, including the costs of providing related maintenance and customer support. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the products or services (the "transaction price"). Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company's contracts with customers typically include multiple distinct products and services, and the Company allocates transaction price to these performance obligations based on their relative standalone selling prices ("SSP"). The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. SSPs are generally determined using observable data from recent transactions. In cases where sufficient data is not available, the Company estimates a product’s SSP using a cost plus a margin approach. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Product Revenue The Company generates product revenue from the sale of instruments and consumables, including Integrated Fluidic Circuits and reagents. The Company generally recognizes product revenue at the point in time when control of the goods passes to the customer, and the Company has an enforceable right to payment. This generally occurs either when the product is shipped from one of the Company's facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment or in advance of service and become due in 30 to 60 days. Revenue from the sales of certain instruments that involve significant customization, which primarily includes sales of the SomaScan® equipment bundle, is recognized over time as the Company's performance creates an asset that the customer simultaneously controls (the instrument installation and customization occurs at the customer site). Revenue is recognized based on the progress made toward achieving the performance obligation utilizing an input method of costs incurred relative to total estimated costs. The Company sometimes perform shipping and handling activities after control of the product passes to the customer. The Company has made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Services Revenue The Company generates services revenue primarily from the sale of SomaScan® services. Assay services revenue is generated by performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Assay services revenue is recognized at a point in time when the analysis data or report is delivered to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. The Company also generates services revenue from repairs, maintenance, installation, training, and other specialized product support services. Revenue is recognized at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Service revenues also includes revenue from instrument service and support contracts. Revenue associated with these arrangements is recognized over time using a time-elapsed measure of progress, resulting in straight-line revenue recognition over the term of the agreement, which is generally one to four years . The Company measures progress using a time-elapsed measure of progress as the Company stands ready to provide service on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments collected in advance of service are reported on the Company's condensed consolidated balance sheets as deferred revenue. Collaboration and Other Revenue From time to time the Company enters into collaboration arrangements in which both parties are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, in which case the collaboration is within the scope of ASC 808, Collaborative Arrangements . With such collaborations, the Company determines if any obligations are an output of the Company's ordinary activities in exchange for consideration, and if so, the Company applies ASC 606, Revenue from Contracts with Customers ("ASC 606"), to such activities. For other payments received from collaborative partners for other collaboration activities, which primarily include research and development activities, the Company analogizes to ASC 606. Revenue from such activities is recognized as the Company satisfies its obligations. Other revenue consists of license and royalty revenue and grant revenue. The Company recognizes revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. The Company receives grants from various entities to perform research and development activities over contractually defined periods. Grant revenue is not accounted for under ASC 606, as the grant agreement is not with a customer. As there is no authoritative GAAP guidance for grants awarded to for-profit entities, the Company has applied the guidance in ASC 958, Not-for-Profit Entities by analogy. Revenue is generally recognized provided that the conditions under which the grants were provided have been met and any remaining performance obligations are perfunctory. |
Warrant Liabilities | Warrant Liabilities In connection with the Merger, the Company assumed warrant liabilities for the warrants issued in connection with the initial public offering CM Life Sciences II Inc ("CMLS II"), SomaLogic's predecessor company. CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of common stock at $ 11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of SomaLogic Common Stock at $ 11.50 per share. As of the Closing Date, the Warrants converted into the right to receive, upon exercise of such Warrant, 1.11 shares of the Company's common stock. The Public Warrants are no longer publicly traded and are now identical to the Private Placement Warrants. The Warrants are classified as liabilities on the condensed consolidated balance sheet as of June 30, 2024 as these instruments are precluded from being indexed to the Company's own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging . Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value as of the Closing Date, with subsequent changes in fair value recognized within other income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024. |
Segment Reporting | Segment Reporting The Company manages its business through two reportable operating segments: proteomics and genomics. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses performance. The Company's chief operating decision maker ("CODM"), its chief executive officer, assesses performance of operating segments and determines the allocation of resources based primarily on segment operating loss. |
Recent Accounting Changes and Accounting Pronouncements | Recent Accounting Changes and Accounting Pronouncements Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures , which requires disclosure of more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Schedule of the Acquisition-date Fair Value of Consideration Transferred | The acquisition-date fair value of consideration transferred in the Merger totaled approximately $ 444.2 million, comprising the following: SomaLogic Common Stock issued and outstanding as of January 5, 2024 188,808 Fixed exchange ratio 1.11 Shares of Standard BioTools common stock issued to SomaLogic stockholders 209,577 Standard BioTools common stock price at close of Merger $ 2.00 Fair value of Standard BioTools common stock issued to SomaLogic stockholders $ 419,154 Fair value of Standard BioTools replacement equity awards attributable to pre-combination service 26,923 Less: Fair value of restricted shares subject to service conditions ( 1,858 ) Total consideration transferred $ 444,219 |
Schedule of Preliminary Allocation of Consideration Transferred to the Identifiable Assets Acquired and Liabilities Assumed | The following table reflects the preliminary allocation of consideration transferred to the identifiable assets acquired and liabilities assumed based on the estimated fair values as of the Closing Date: Total consideration $ 444,219 Assets acquired Cash and cash equivalents 278,857 Short-term investments 148,305 Accounts receivable 16,430 Inventory 14,642 Prepaid expenses and other current assets 4,835 Property and equipment 22,455 Non-current inventory 12,208 Royalty receivable 4,669 Operating lease right-of-use assets 3,796 Other non-current assets 1,590 Intangible Assets 25,500 Total assets acquired 533,287 Liabilities assumed Accounts payable and accrued liabilities 20,660 Operating lease liabilities, current 1,601 Deferred revenue, current 3,522 Operating lease liabilities, non-current 2,193 Deferred revenue, non-current 30,667 Warrant liabilities 906 Other non-current liabilities 4,306 Total Liabilities 63,855 Total fair value of net assets acquired $ 469,432 Gain on bargain purchase $ ( 25,213 ) |
Schedule of Valuation of the Intangible Assets Acquired in Connection with the Merger | The valuation of the intangible assets acquired in connection with the Merger, along with their estimated useful lives, is as follows (in thousands): Fair Value Useful Life Developed technology $ 20,000 9 years Trade name 2,750 7 years Customer relationships 2,750 11 years Total fair value of intangible assets acquired $ 25,500 |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2023. Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 Revenue $ 48,134 $ 83,390 $ 93,632 Net loss $ ( 39,557 ) $ ( 107,693 ) $ ( 67,796 ) |
Revenue and Geographic Area (Ta
Revenue and Geographic Area (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present the Company's revenue for the three and six months ended June 30, 2024 and 2023, respectively, based on product type and the geographic location of customers’ facilities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product revenue: Instruments $ 7,047 $ 11,587 $ 11,950 $ 17,510 Consumables 8,847 10,078 19,258 21,593 SomaScan® assay kits and related 6,269 - 14,547 - Total product revenue 22,163 21,665 45,755 39,103 Service revenue: Assay services 7,680 - 22,542 - Instrument support services 6,373 5,821 12,538 12,702 Total service revenue 14,053 5,821 35,080 12,702 Product and service revenue 36,216 27,486 80,835 51,805 Collaboration and other revenue 989 180 1,910 980 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Americas $ 19,826 $ 10,448 $ 44,490 $ 22,110 Europe, Middle East and Africa (EMEA) 10,536 11,436 23,051 19,273 Asia-Pacific 6,843 5,782 15,204 11,402 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 |
Schedule of Expected Timing of Revenue Recognition | The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of June 30, 2024 in the following periods (in thousands): Fiscal Year Expected Revenue (1) 2024 remainder of the year $ 8,099 2025 7,714 2026 3,304 Thereafter 1,458 Total $ 20,575 (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company’s condensed consolidated financial statements and are subject to change if the Company’s customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins. |
Summary of the Change in Deferred Revenue | A summary of the change in deferred revenue is as follows (in thousands): NEC Illumina Other Total Deferred revenue at December 31, 2023 $ - $ - $ 15,127 $ 15,127 Deferred revenue assumed in connection with merger 1,773 30,418 1,998 34,189 Recognition of revenue from beginning or assumed deferred revenue balances ( 985 ) ( 406 ) ( 8,355 ) ( 9,746 ) Revenue deferred during the period, net of revenue recognized 1,500 — 7,438 8,938 Deferred revenue at June 30, 2024 $ 2,288 $ 30,012 $ 16,208 $ 48,508 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | Acquired intangible assets, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Developed technology $ 137,199 $ ( 118,310 ) $ 18,889 $ 117,354 $ ( 115,954 ) $ 1,400 Trade name 2,750 ( 196 ) 2,554 — — — Customer relationships 2,750 ( 115 ) 2,635 — — — Acquired intangible assets, net $ 142,699 $ ( 118,621 ) $ 24,078 $ 117,354 $ ( 115,954 ) $ 1,400 |
Schedule of Future Expected Amortization Expense of Acquired Intangible Assets, Net | As of June 30, 2024, future expected amortization expense of acquired intangible assets, net was as follows (in thousands): Fiscal Period 2024 remainder of the year $ 1,423 2025 2,844 2026 2,844 2027 2,844 2028 2,844 Thereafter 11,279 Total $ 24,078 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 269,811 $ 51,704 Restricted cash 1,289 795 Total cash, cash equivalents and restricted cash $ 271,100 $ 52,499 |
Schedule of Accounts Receivable | Accounts receivable consisted of the following (in thousands): June 30, 2024 December 31, 2023 Trade receivables $ 28,103 $ 19,972 Royalty receivable, current 4,814 — Less: allowance for expected credit losses ( 476 ) ( 312 ) Accounts receivable, net $ 32,441 $ 19,660 |
Schedule of Inventories | Inventory consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 49,260 $ 12,140 Work-in-process 625 282 Finished goods 8,985 8,111 Total inventory $ 58,870 $ 20,533 Inventory, current $ 42,618 $ 20,533 Inventory, non-current (1) $ 16,252 $ — (1) The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory on the condensed consolidated balance sheets. |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Laboratory and manufacturing equipment $ 58,728 $ 35,563 Leasehold improvements 17,053 13,785 Computer equipment 7,804 6,232 Internal-use software 16,735 — Office furniture and fixtures 3,470 1,762 Property and equipment, gross 103,790 57,342 Less accumulated depreciation and amortization ( 66,566 ) ( 35,489 ) Construction-in-progress 5,345 2,334 Property and equipment, net $ 42,569 $ 24,187 |
Accrued Liabilities | Accrued liabilities, which are included in current liabilities on the condensed consolidated balance sheets consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued compensation and related benefits $ 14,004 $ 12,052 Loss contingency accruals 3,297 — Accrued warranties 2,876 2,593 Accrued restructuring 3,743 825 Uninvoiced receipts 1,037 1,516 Other 6,972 4,033 Accrued liabilities $ 31,929 $ 21,019 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Carrying Value of Debt | Total carrying value of debt consists of the following (in thousands): June 30, 2024 December 31, 2023 Convertible notes: 2014 Notes $ 299 $ 569 2019 Notes, current 54,783 54,530 Total convertible notes, net 55,082 55,099 Term loan, non-current — 3,414 Term loan, current — 5,000 Total debt $ 55,082 $ 63,513 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost | The total lease cost for the period, including the Company's historical leases and those assumed in connection with the Merger, was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 2,542 $ 2,001 $ 5,098 $ 4,011 Short-term lease cost — — — — Variable lease cost 1,398 822 2,593 1,587 Less: Sublease income ( 1,076 ) ( 528 ) ( 2,152 ) ( 1,449 ) Total lease cost $ 2,864 $ 2,295 $ 5,539 $ 4,149 |
Schedule of Operating Lease Undiscounted Lease Payment Maturities to the Lease Liabilities | The table below reconciles the undiscounted lease payment maturities to the lease liabilities for the Company's operating leases: June 30, 2024 Remainder of 2024 $ 4,797 2025 9,703 2026 8,747 2027 7,400 2028 7,355 Thereafter 10,224 Total 48,226 Less: amount of lease payments representing interest ( 12,758 ) Present value of future minimum lease payments 35,468 Less: current operating lease liabilities ( 5,851 ) Long-term operating lease liabilities $ 29,617 |
Schedule of Supplemental Lease Information | Supplemental information related to the Company's operating leases was as follows: June 30, 2024 Weighted average remaining lease term 5.3 years Weighted average discount rate 11.9 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Financial Instruments by Significant Investment Category Measured at Fair Value on a Recurring Basis Within the Fair Value Hierarchy | The following tables summarize the Company’s financial instruments by significant investment category measured at fair value on a recurring basis within the fair value hierarchy as described herein (in thousands): Fair Value Measurements At Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of June 30, 2024 Cash and cash equivalents: Money market funds $ 33,705 $ 33,705 $ — $ — Total cash and cash equivalents $ 33,705 $ 33,705 $ — $ — Short-term investments: U.S. treasury securities $ 124,902 $ — $ 124,902 $ — Total short-term investments $ 124,902 $ — $ 124,902 $ — Total assets measured at fair value $ 158,607 $ 33,705 $ 124,902 $ — Fair Value Measurements At Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2023 Cash and cash equivalents: Money market funds $ 35,385 $ 35,385 $ — $ — Total cash and cash equivalents $ 35,385 $ 35,385 $ — $ — Short-term investments: U.S. treasury securities $ 63,191 $ — $ 63,191 $ — Total short-term investments $ 63,191 $ — $ 63,191 $ — Total assets measured at fair value $ 98,576 $ 35,385 $ 63,191 $ — |
Schedule of Available-for-Sale Securities Reconciliation | The following table summarizes available-for-sale securities (in thousands): As of June 30, 2024 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash and cash equivalents: Money market funds $ 33,705 $ — $ — $ 33,705 Total cash and cash equivalents $ 33,705 $ — $ — $ 33,705 Short-term investments: U.S. treasury securities 1 or less $ 124,949 $ — $ ( 47 ) $ 124,902 Total short-term investments $ 124,949 $ — $ ( 47 ) $ 124,902 Total available-for-sale securities $ 158,654 $ — $ ( 47 ) $ 158,607 As of December 31, 2023 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash and cash equivalents: Money market funds $ 35,385 $ — $ — $ 35,385 Total cash and cash equivalents $ 35,385 $ — $ — $ 35,385 Short-term investments: U.S. treasury securities 1 or less $ 63,169 $ 22 $ — $ 63,191 Total short-term investments $ 63,169 $ 22 $ — $ 63,191 Total available-for-sale securities $ 98,554 $ 22 $ — $ 98,576 |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company's liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs we utilized to determine such fair value: Fair value of warrant liabilities as of Closing Date $ 906 Change in fair value of warrant liabilities ( 453 ) Fair value of warrant liabilities as of June 30, 2024 $ 453 |
Schedule of Warrants Liabilities | As of June 30, 2024, the Public Warrants were no longer publicly traded (see Note 1 ), so the Warrants were valued using a binomial lattice model (a special case of the income approach), using the following Level 3 inputs: June 30, 2024 Volatility 70.2 % Risk-free rate 4.62 % Warrant term 2.2 |
Stockholders' Equity (Deficit))
Stockholders' Equity (Deficit)) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of June 30, 2024, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands): Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 7,595 1,093 6 2011 Equity Incentive Plan 8,308 8,036 28,683 2017 Inducement Award Plan 59 — 2 2017 Employee Stock Purchase Plan — — 1,379 SomaLogic Plans 26,344 1,226 — Total common stock reserved for future issuance 42,306 10,355 30,070 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity Under Restricted Stock Units | Restricted Stock Units Number of Units Weighted-Average Balance at December 31, 2023 6,933 $ 2.46 Assumed through acquisition 2,970 $ 2.00 Granted 4,235 $ 2.49 Vested ( 2,959 ) $ 2.33 Forfeited ( 924 ) $ 2.35 Balance at June 30, 2024 10,255 $ 2.38 |
Schedule of Activity Under Stock Options | Stock Options Number of Weighted-Average Weighted- Aggregate (1) (in thousands) Balance at December 31, 2023 9,294 $ 3.62 8.5 Assumed through acquisition 28,184 $ 4.80 Granted 6,697 $ 2.50 Exercised ( 531 ) $ 2.13 Cancelled ( 1,338 ) $ 4.44 Balance at June 30, 2024 42,306 $ 4.23 6.5 $ 9 Vested at June 30, 2024 26,938 $ 4.88 5.0 $ 6 Unvested options at June 30, 2024 15,368 $ 3.09 9.0 $ 3 Aggregate intrinsic value as of June 30, 2024 was calculated as the difference between the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on June 28, 2024, which was $ 1.77 , and the exercise price of the options, multiplied by the number of in-the-money options. |
Schedule of Nonvested Performance-Based Units Activity | Activity under the performance-based awards was as follows: Number of Units Weighted-Average Balance at December 31, 2023 309 $ 2.42 PSU granted 100 $ 2.25 Performance adjustment ( 26 ) $ 2.42 PSU released ( 283 ) $ 2.42 Balance at June 30, 2024 100 $ 2.25 |
Schedule of Stock-Based Compensation Expense | As of June 30, 2024, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands): Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 7,595 1,093 6 2011 Equity Incentive Plan 8,308 8,036 28,683 2017 Inducement Award Plan 59 — 2 2017 Employee Stock Purchase Plan — — 1,379 SomaLogic Plans 26,344 1,226 — Total common stock reserved for future issuance 42,306 10,355 30,070 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense is reported in the Company's condensed consolidated statement of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of product revenue $ 162 $ 99 $ 305 $ 373 Cost of services revenue 132 8 227 85 Cost of collaboration and other revenue — — 1 2 Research and development expense 2,428 366 3,756 782 Selling, general and administrative expense 4,008 2,641 14,052 5,020 Total stock-based compensation expense $ 6,730 $ 3,114 $ 18,341 $ 6,262 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of computation of loss per share | Computation of net loss per share for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss from operations $ ( 45,718 ) $ ( 17,040 ) $ ( 77,875 ) $ ( 33,883 ) Induced conversion of redeemable preferred stock — — ( 46,014 ) — Net loss attributable to common stockholders $ ( 45,718 ) $ ( 17,040 ) $ ( 123,889 ) $ ( 33,883 ) Denominator: Weighted-average shares outstanding during the period 372,331 78,669 333,228 78,873 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.12 ) $ ( 0.22 ) $ ( 0.37 ) $ ( 0.43 ) |
Schedule of Potential Common Shares Excluded from Computations of Net Loss Per Share Attributed to Common Stockholders | The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): Six Months Ended June 30, 2024 2023 RSUs, PSUs, stock options, restricted shares and ESPP shares 53,275 14,366 Series B Preferred Stock — 75,164 2019 Notes (1) 18,966 18,966 2014 Notes 5 10 Warrants 11,692 — Total 83,938 108,506 (1) The conversion rate is subject to adjustment upon the occurrence of certain specified events, including voluntary conversion of the 2019 Notes prior to the Company’s exercise of the Issuer’s Conversion Option (as defined in the 2019 Notes) or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined based on the effective date and current price of the Company’s common stock, subject to a minimum and maximum price per share. The maximum number of additional shares of the Company's common stock that may be issued under the make-whole premium is 4,741,374 shares. Refer to Note 6 for additional information on the 2019 Notes. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Business Segment Information | The Company’s business segment information was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue: Proteomics $ 28,209 $ 18,088 $ 64,389 $ 33,288 Genomics 8,996 9,578 18,356 19,497 Total revenue $ 37,205 $ 27,666 $ 82,745 $ 52,785 Income (loss) from operations: Proteomics $ ( 23,739 ) $ ( 3,710 ) $ ( 38,275 ) $ ( 9,191 ) Genomics 952 ( 437 ) 756 ( 260 ) Corporate expenses ( 19,201 ) ( 11,035 ) ( 43,204 ) ( 21,174 ) Restructuring and related charges ( 5,749 ) ( 2,267 ) ( 10,033 ) ( 3,417 ) Transaction and integration expenses ( 2,782 ) — ( 19,945 ) — Total income (loss) from operations $ ( 50,519 ) $ ( 17,449 ) $ ( 110,701 ) $ ( 34,042 ) Depreciation & amortization: Proteomics 1,896 3,240 $ 5,253 $ 6,512 Genomics 346 164 747 330 Corporate 1,614 222 3,050 446 Total depreciation & amortization $ 3,856 $ 3,626 $ 9,050 $ 7,288 |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | The following table summarizes the change in the Company’s restructuring and other related liabilities for the six months ended June 30, 2024 (in thousands): Severance (1) Facility Other (2) Total Balance at December 31, 2023 $ 825 $ — $ — $ 825 Restructuring and related charges 8,011 1,427 595 10,033 Cash payments ( 5,093 ) ( 1,427 ) ( 595 ) ( 7,115 ) Balance at June 30, 2024 $ 3,743 $ — $ — $ 3,743 (1) Restructuring liabilities are recorded in accrued liabilities on the condensed consolidated balance sheets. Substantially all severance and other employee-related benefits related to ongoing benefit arrangements and were recorded pursuant to ASC 712. (2) Other restructuring liabilities are comprised mainly of sublease commissions and are recorded in other accrued liabilities on the condensed consolidated balance sheets. The Company’s restructuring and related charges by segment and corporate were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restructuring: Proteomics $ — $ 287 $ — $ 478 Genomics — 151 — 559 Corporate expenses 5,749 1,829 10,033 2,380 Total restructuring and related charges $ 5,749 $ 2,267 $ 10,033 $ 3,417 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2024 Segment $ / shares shares | Jan. 05, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Amortizes internal-use software costs using the straight-line method over the estimated useful life of asset | 3 years | ||
Number of reporting segments | Segment | 2 | ||
Standard BioTools | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Exchanged common stock | $ 1.11 | ||
Standard BioTools | Public Warrants | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Initial public offering warrants issued | shares | 5,519,991 | ||
Standard BioTools | Private Placement Warrants | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Initial public offering warrants issued | shares | 5,013,333 | ||
Common Stock | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Exercise price of warrants | $ 1.11 | ||
Common Stock | Standard BioTools | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Exchanged common stock | 1.11 | ||
Common stock, par value (in dollars per share) | 0.001 | ||
Common Stock | Standard BioTools | Public Warrants | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Exercise price of warrants | 11.5 | ||
Common Stock | Standard BioTools | Private Placement Warrants | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Exercise price of warrants | $ 11.5 | ||
Product revenue | Maximum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Terms of payment period | 60 days | ||
Product revenue | Minimum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Terms of payment period | 30 days | ||
Service revenue | Maximum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Performance obligation period | 4 years | ||
Service revenue | Minimum | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Performance obligation period | 1 year | ||
SomaLogic Inc. | Common Stock | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Capitalized Software Development Costs | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Amortization on product-by-product basis using straight-line method over periods | 3 years |
Business Combination - Schedule
Business Combination - Schedule of the Acquisition-date Fair Value of Consideration Transferred (Details) - Standard BioTools $ / shares in Units, $ in Thousands | Jan. 05, 2024 USD ($) $ / shares |
Business Acquisition [Line Items] | |
SomaLogic Common Stock issued and outstanding as of January 5, 2024 | $ 188,808 |
Fixed exchange ratio | $ / shares | $ 1.11 |
Shares of Standard BioTools common stock issued to SomaLogic stockholders | $ 209,577 |
Standard BioTools common stock price at close of Merger | $ / shares | $ 2 |
Fair value of Standard BioTools common stock issued to SomaLogic stockholders | $ 419,154 |
Fair value of Standard BioTools replacement equity awards attributable to pre-combination service | 26,923 |
Less: Fair value of restricted shares subject to service conditions | (1,858) |
Total consideration | $ 444,219 |
Business Combination - Schedu_2
Business Combination - Schedule of Preliminary Allocation of Consideration Transferred to the Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 05, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Liabilities assumed | |||||
Bargain purchase gain | $ 0 | $ 0 | $ (25,213) | $ 0 | |
Standard BioTools | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 444,219 | ||||
Assets acquired | |||||
Cash and cash equivalents | 278,857 | ||||
Short-term investments | 148,305 | ||||
Accounts receivable | 16,430 | ||||
Inventory | 14,642 | ||||
Prepaid expenses and other current assets | 4,835 | ||||
Property and equipment | 22,455 | ||||
Non-current inventory | 12,208 | ||||
Royalty receivable | 4,669 | ||||
Operating lease right-of-use assets | 3,796 | ||||
Other non-current assets | 1,590 | ||||
Intangible Assets | 25,500 | $ 25,500 | $ 25,500 | ||
Total assets acquired | 533,287 | ||||
Liabilities assumed | |||||
Accounts payable and accrued liabilities | 20,660 | ||||
Operating lease liabilities, current | 1,601 | ||||
Deferred revenue, current | 3,522 | ||||
Operating lease liabilities, non-current | 2,193 | ||||
Deferred revenue, non-current | 30,667 | ||||
Warrant liabilities | 906 | ||||
Other non-current liabilities | 4,306 | ||||
Total Liabilities | 63,855 | ||||
Total fair value of net assets acquired | 469,432 | ||||
Bargain purchase gain | $ (25,213) |
Business Combination - Schedu_3
Business Combination - Schedule of Valuation of the Intangible Assets Acquired in Connection with the Merger (Details) - Standard BioTools - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jan. 05, 2024 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total fair value of intangible assets acquired | $ 25,500 | $ 25,500 |
Trade Name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets acquired | $ 2,750 | |
Useful Life (Years) | 7 years | |
Developed Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 20,000 | |
Useful Life (Years) | 9 years | |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 2,750 | |
Useful Life (Years) | 11 years |
Business Combination - Schedu_4
Business Combination - Schedule of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Combinations [Abstract] | |||
Revenue | $ 48,134 | $ 83,390 | $ 93,632 |
Net loss | $ (39,557) | $ (107,693) | $ (67,796) |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 05, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||||
Revenue | $ 14,700 | $ 38,600 | ||||
Loss | 13,700 | $ 29,000 | ||||
Acquisition-related transaction cost | $ 2,782 | $ 0 | $ 19,945 | $ 0 | ||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Cumulative discounted cash flow percentage | 85% | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Cumulative discounted cash flow percentage | 90% | |||||
Selling, general and administrative expense | ||||||
Business Acquisition [Line Items] | ||||||
Transaction bonuses incurred | $ 1,900 | |||||
Transaction and integration expenses | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition-related transaction cost | $ 12,300 | |||||
Standard BioTools | ||||||
Business Acquisition [Line Items] | ||||||
Exchanged common stock | $ 1.11 | |||||
Amount of common stock | $ 188,808 | |||||
Value of consideration transferred | $ 444,219 | |||||
Standard BioTools | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Exchanged common stock | $ 1.11 | |||||
Amount of common stock | $ 419,200 |
Revenue and Geographic Area - S
Revenue and Geographic Area - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 37,205 | $ 27,666 | $ 82,745 | $ 52,785 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,826 | 10,448 | 44,490 | 22,110 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,536 | 11,436 | 23,051 | 19,273 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,843 | 5,782 | 15,204 | 11,402 |
Assay services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,680 | 0 | 22,542 | 0 |
Instrument support services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,373 | 5,821 | 12,538 | 12,702 |
Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,053 | 5,821 | 35,080 | 12,702 |
Instruments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,047 | 11,587 | 11,950 | 17,510 |
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,847 | 10,078 | 19,258 | 21,593 |
Somascan assay kits and related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,269 | 0 | 14,547 | 0 |
Product revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22,163 | 21,665 | 45,755 | 39,103 |
Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 36,216 | 27,486 | 80,835 | 51,805 |
Collaboration and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 989 | $ 180 | $ 1,910 | $ 980 |
Revenue and Geographic Area - N
Revenue and Geographic Area - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 30, 2024 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2022 | Mar. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | ||||||||||||
Total revenue | $ 37,205 | $ 27,666 | $ 82,745 | $ 52,785 | ||||||||
Deferred revenue | 48,508 | 48,508 | $ 15,127 | |||||||||
Transaction price | [1] | 20,575 | 20,575 | |||||||||
Purchase to equipment supplies and training | 2,718 | 1,848 | ||||||||||
Research and development services | 19,222 | $ 6,184 | 35,202 | $ 12,613 | ||||||||
Illumina Cambridge, Ltd. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Deferred revenue | 30,012 | 30,012 | 0 | |||||||||
Transaction price | $ 30,400 | $ 400 | ||||||||||
Non-refundable upfront payment. | $ 30,000 | |||||||||||
Purchase to equipment supplies and training | 500 | |||||||||||
Revenue receive minimum guaranteed royaltie | 124,500 | |||||||||||
Transaction price royalties expected to be received | 8 years | |||||||||||
NEC Corporation | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Deferred revenue | 2,288 | 2,288 | $ 0 | $ 1,800 | ||||||||
Research and development services | $ 2,000 | |||||||||||
New England Biolabs, Inc. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue receive minimum guaranteed royaltie | $ 8,900 | |||||||||||
License agreement related royalties receivable | 8,200 | 8,200 | ||||||||||
License agreement related accounts receivable current | 4,500 | 4,500 | ||||||||||
License Agreement Related Accounts Receivable Non-current | $ 3,700 | $ 3,700 | ||||||||||
Soma Logic Plans | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue receive minimum guaranteed royaltie | $ 0 | |||||||||||
Maximum | Illumina Cambridge, Ltd. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Transaction price royalties expected to be received | 2032 years | |||||||||||
Minimum | Illumina Cambridge, Ltd. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Transaction price royalties expected to be received | 2025 years | |||||||||||
Illumina Agreement | Illumina Cambridge, Ltd. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Transaction price | $ 30,500 | $ 158,400 | ||||||||||
Transaction price royalties expected to be received | 8 years | 8 years | ||||||||||
Royalties | Illumina Cambridge, Ltd. | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Transaction price | $ 127,900 | |||||||||||
[1] Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company’s condensed consolidated financial statements and are subject to change if the Company’s customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins. |
Revenue and Geographic Area -_2
Revenue and Geographic Area - Summary of the Change in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue at December 31, 2023 | $ 15,127 |
Deferred revenue assumed in connection with merger | 34,189 |
Recognition of revenue from beginning or assumed deferred revenue balances | (9,746) |
Revenue deferred during the period, net of revenue recognized | 8,938 |
Deferred revenue at June 30, 2024 | 48,508 |
NEC | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue at December 31, 2023 | 0 |
Deferred revenue assumed in connection with merger | 1,773 |
Recognition of revenue from beginning or assumed deferred revenue balances | (985) |
Revenue deferred during the period, net of revenue recognized | 1,500 |
Deferred revenue at June 30, 2024 | 2,288 |
Illumina | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue at December 31, 2023 | 0 |
Deferred revenue assumed in connection with merger | 30,418 |
Recognition of revenue from beginning or assumed deferred revenue balances | (406) |
Revenue deferred during the period, net of revenue recognized | 0 |
Deferred revenue at June 30, 2024 | 30,012 |
Other | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue at December 31, 2023 | 15,127 |
Deferred revenue assumed in connection with merger | 1,998 |
Recognition of revenue from beginning or assumed deferred revenue balances | (8,355) |
Revenue deferred during the period, net of revenue recognized | 7,438 |
Deferred revenue at June 30, 2024 | $ 16,208 |
Revenue and Geographic Area - P
Revenue and Geographic Area - Performance Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | [1] | $ 20,575 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | [1] | $ 8,099 | |
Remaining performance obligation, expected timing of satisfaction | 6 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | [1] | $ 7,714 | |
Remaining performance obligation, expected timing of satisfaction | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | [1] | $ 3,304 | |
Remaining performance obligation, expected timing of satisfaction | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | [1] | $ 1,458 | |
Remaining performance obligation, expected timing of satisfaction | |||
[1] Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company’s condensed consolidated financial statements and are subject to change if the Company’s customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins. |
Revenue and Geographic Area -_3
Revenue and Geographic Area - Performance Obligation (Details1) $ in Thousands | Jun. 30, 2024 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 20,575 | [1] |
[1] Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company’s condensed consolidated financial statements and are subject to change if the Company’s customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins. |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, net - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 142,699 | $ 117,354 |
Accumulated Amortization | (118,621) | (115,954) |
Total | 24,078 | 1,400 |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,750 | |
Accumulated Amortization | (196) | |
Total | 2,554 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,750 | |
Accumulated Amortization | (115) | |
Total | 2,635 | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 137,199 | 117,354 |
Accumulated Amortization | (118,310) | (115,954) |
Total | $ 18,889 | $ 1,400 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 0 | |||
Impairment of intangible assets | 0 | |||
Amortization of intangible assets | $ 700,000 | $ 2,800,000 | $ 2,800,000 | $ 5,600,000 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, net - Schedule of Future Expected Amortization Expense of Acquired Intangible Assets, Net (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 remainder of the year | $ 1,423 |
2025 | 2,844 |
2026 | 2,844 |
2027 | 2,844 |
2028 | 2,844 |
Thereafter | 11,279 |
Total | $ 24,078 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 269,811 | $ 51,704 | ||
Restricted cash | 1,289 | 795 | ||
Total cash, cash equivalents and restricted cash | 271,100 | 52,499 | $ 143,099 | $ 82,324 |
Non-current restricted cash | $ 1,300 | $ 800 |
Balance Sheet Details - Account
Balance Sheet Details - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Trade receivables | $ 28,103 | $ 19,972 |
Royalty Receivable Current | 4,814 | 0 |
Less: allowance for expected credit losses | (476) | (312) |
Accounts receivable, net | $ 32,441 | $ 19,660 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 49,260 | $ 12,140 |
Work-in-process | 625 | 282 |
Finished goods | 8,985 | 8,111 |
Total inventory | 58,870 | 20,533 |
Inventory Current | 42,618 | 20,533 |
Inventory, non-current | $ 16,252 | $ 0 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 103,790 | $ 57,342 |
Less accumulated depreciation and amortization | (66,566) | (35,489) |
Construction-in-progress | 5,345 | 2,334 |
Property and equipment, net | 42,569 | 24,187 |
Laboratory and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 58,728 | 35,563 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,053 | 13,785 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,804 | 6,232 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,735 | 0 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,470 | $ 1,762 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related benefits | $ 14,004 | $ 12,052 |
Loss contingency accruals | 3,297 | 0 |
Accrued warranties | 2,876 | 2,593 |
Accrued restructuring | 3,743 | 825 |
Uninvoiced receipts | 1,037 | 1,516 |
Other | 6,972 | 4,033 |
Accrued liabilities | $ 31,929 | $ 21,019 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||||||
Maximum contract value | $ 34,000,000 | |||||
Capital expenditures | $ 22,200,000 | |||||
Provision for excess and obsolete inventory | $ 1,200,000 | $ 200,000 | $ 1,874,000 | $ 572,000 | ||
Depreciation and amortization expense | 3,100,000 | 800,000 | 6,200,000 | 1,700,000 | ||
Depreciation expenses | 900,000 | $ 900,000 | 1,800,000 | $ 1,800,000 | ||
Accumulated depreciation expenses | 9,600,000 | 9,600,000 | $ 7,800,000 | |||
Carrying value of assets | $ 12,600,000 | $ 12,600,000 | $ 14,400,000 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 55,082 | $ 63,513 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 55,082 | 55,099 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Term loan, non-current | 0 | 3,414 |
Term loan, current | 0 | 5,000 |
2014 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 299 | 569 |
2019 Notes, current | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 54,783 | $ 54,530 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 6 Months Ended | ||||
Nov. 30, 2019 USD ($) $ / shares shares | Feb. 28, 2014 | Jun. 30, 2024 MonthlyInstallment | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Aug. 02, 2021 USD ($) | |
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 7,900,000 | $ 10,000,000 | ||||
Interest rate on notes | 4% | |||||
Term loan, non-current | $ 8,400,000 | |||||
Term loan advances percentage | 6.50% | |||||
Number of installments | MonthlyInstallment | 24 | |||||
Secured Debt | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Additional interest rate | 0.75% | |||||
2014 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from debt issuance | $ 52,700,000 | |||||
Total convertible notes, net | 1,100,000 | |||||
2014 Notes | Convertible Debt | Redemption, Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption price | 100% | |||||
2019 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 55,000,000 | |||||
Interest rate on notes | 5.25% | |||||
Initial conversion price of stock (in usd per share) | $ / shares | $ 2.9 | |||||
Repurchased outstanding principal amount | $ 300,000 | |||||
2019 Convertible Notes | Convertible Debt | Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price | 130% | |||||
Exchange Convertible Senior Notes due 2034 | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 344.8276 | |||||
Initial conversion rate of notes | 0.3448276 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 2,542 | $ 2,001 | $ 5,098 | $ 4,011 |
Short-term lease cost | 0 | 0 | 0 | 0 |
Variable lease cost | 1,398 | 822 | 2,593 | 1,587 |
Less: Sublease income | (1,076) | (528) | (2,152) | (1,449) |
Total lease cost | $ 2,864 | $ 2,295 | $ 5,539 | $ 4,149 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Undiscounted Lease Payment Maturities To The Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 4,797 | |
2025 | 9,703 | |
2026 | 8,747 | |
2027 | 7,400 | |
2028 | 7,355 | |
Thereafter | 10,224 | |
Total | 48,226 | |
Less: amount of lease payments representing interest | (12,758) | |
Present value of future minimum lease payments | 35,468 | |
Less: current operating lease liabilities | (5,851) | $ (4,323) |
Long-term operating lease liabilities | $ 29,617 | $ 30,374 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Information (Details) | Jun. 30, 2024 |
Lease, Cost [Abstract] | |
Weighted average remaining lease term | 5 years 3 months 18 days |
Weighted average discount rate | 11.90% |
Leases - Narrative (Details)
Leases - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 Office | |
Lessee, Lease, Description [Line Items] | |
No of leases for office and laboratory space | 3 |
Lease option to extend | extend the leases |
Lessee, operating lease, existence of option to extend [true false] | true |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease, term of contract | 5 years |
Renewal term | 10 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease, term of contract | 3 years |
Renewal term | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
May 31, 2024 | Feb. 29, 2024 | Jun. 30, 2024 | Jun. 28, 2024 | |
Lessee, Lease, Description [Line Items] | ||||
Purchase commitment due in the next year | $ 18.5 | |||
Settlement of outstanding litigation | $ 6.2 | |||
Repurchase of common stock shares for litigation settlement | 1,840,000 | |||
Payment for litigation settlement | $ 1.8 | |||
Settled Outstanding Litigation | 422,048 | |||
Litigation loss | $ 0.6 | |||
Market price | $ 2.4 | $ 1.77 | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |||
Lease option to extend | extend the leases | |||
Illumina Agreement | ||||
Lessee, Lease, Description [Line Items] | ||||
Purchase Commitment Agreement | $ 6.9 | |||
SomaLogic Inc. | ||||
Lessee, Lease, Description [Line Items] | ||||
Minimum Annual Purchase | $ 2.3 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments -Summary of Recurring Basis within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Short-term investments | $ 158,607 | $ 98,576 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 33,705 | 35,385 |
Short-term investments | 124,902 | 63,191 |
Total assets measured at fair value | 158,607 | 98,576 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 33,705 | 35,385 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 33,705 | 35,385 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 124,902 | 63,191 |
Total assets measured at fair value | 124,902 | 63,191 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
U.S. treasury securities | Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Short-term investments | 124,902 | 63,191 |
U.S. treasury securities | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. treasury securities | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Short-term investments | 124,902 | 63,191 |
U.S. treasury securities | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Short-term investments | 0 | 0 |
Money market funds | Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 33,705 | 35,385 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 33,705 | 35,385 |
Money market funds | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money market funds | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments -Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | $ 158,654 | $ 98,554 |
Unrealized Gains | 0 | 22 |
Unrealized Losses | (47) | 0 |
Estimated Fair Value | 158,607 | 98,576 |
Cash and cash equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 33,705 | 35,385 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 33,705 | 35,385 |
Short-term investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 124,949 | 63,169 |
Unrealized Gains | 0 | 22 |
Unrealized Losses | (47) | 0 |
Estimated Fair Value | 124,902 | 63,191 |
Money market funds | Cash and cash equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 33,705 | 35,385 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 33,705 | 35,385 |
U.S. treasury securities | Short-term investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 124,949 | 63,169 |
Unrealized Gains | 0 | 22 |
Unrealized Losses | (47) | 0 |
Estimated Fair Value | $ 124,902 | $ 63,191 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrant liabilities as of Closing Date | $ 906 |
Change in fair value of warrant liabilities | (453) |
Fair value of warrant liabilities as of June 30, 2024 | $ 453 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Available-for-sale securities held | $ 0 |
Amortization cost before recovery | 0 |
Allowance for credit loss | $ 0 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Schedule of Warrants Liabilities (Details) - Fair Value, Level 3 Inputs | Jun. 30, 2024 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 70.2 |
Risk-Free Rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 4.62 |
Warrant Term | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Term | 2 years 2 months 12 days |
Mezzanine Equity - Narrative (D
Mezzanine Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 18, 2024 | Mar. 18, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Remained outstanding shares | 0 | 256,000 | ||
Series B Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Conversion of redeemable preferred stock (shares) | 105,116,628 | 92,930,553 | ||
Remained outstanding shares | 0 | |||
Fair value stock and carrying value difference | $ 46 | |||
Series B Preferred Stock | Casdin | ||||
Debt Instrument [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Shares sold (in shares) | 127,780 | |||
Series B Preferred Stock | Viking | ||||
Debt Instrument [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Shares sold (in shares) | 127,779 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 06, 2024 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of common stock (in shares) | 11,329,047 | 1,208,200 | 15,448,533 | 2,458,684 | |
Share repurchase amount | $ 40,490,000 | $ 4,841,000 | |||
2024 Share Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||
Repurchase of common stock (in shares) | 13,603,617 | ||||
Share repurchase amount | $ 36,100,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Schedule of Shares Reserved for Future Issuance Under Equity Compensation Plans (Details) shares in Thousands | Jun. 30, 2024 shares |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 30,070 |
2022 Inducement Equity Incentive Plan | |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 6 |
2011 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 28,683 |
2017 Inducement Award Plan | |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 2 |
2017 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 1,379 |
Soma Logic Plans | |
Class of Stock [Line Items] | |
Number of remaining securities available for future issuance (in shares) | 0 |
Securities To Be Issued Upon Exercise Of Options | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 42,306 |
Securities To Be Issued Upon Exercise Of Options | 2022 Inducement Equity Incentive Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 7,595 |
Securities To Be Issued Upon Exercise Of Options | 2011 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 8,308 |
Securities To Be Issued Upon Exercise Of Options | 2017 Inducement Award Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 59 |
Securities To Be Issued Upon Exercise Of Options | 2017 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 0 |
Securities To Be Issued Upon Exercise Of Options | Soma Logic Plans | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 26,344 |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 10,355 |
Restricted Stock Units | 2022 Inducement Equity Incentive Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 1,093 |
Restricted Stock Units | 2011 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 8,036 |
Restricted Stock Units | 2017 Inducement Award Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 0 |
Restricted Stock Units | 2017 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 0 |
Restricted Stock Units | Soma Logic Plans | |
Class of Stock [Line Items] | |
Securities to be issued (in shares) | 1,226 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense due to acceleration of awards | $ 6.2 | |
Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value, vested and released | $ 0.2 | 0.3 |
Total unrecognized compensation cost related to stock-based compensation arrangements | 27.2 | $ 27.2 |
Weighted average remaining contractual terms | 2 years 9 months 18 days | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 21.7 | $ 21.7 |
Weighted average remaining contractual terms | 2 years 10 months 24 days |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted and Performance Stock Units (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of Nonvested and Outstanding Units | |
Beginning balance (in shares) | shares | 6,933 |
Assumed through acquisition | shares | 2,970 |
Granted (in shares) | shares | 4,235 |
Vested (in shares) | shares | (2,959) |
Forfeited (in shares) | shares | (924) |
Ending balance (in shares) | shares | 10,255 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 2.46 |
Assumed through acquisition (in dollars per share ) | $ / shares | 2 |
Granted (in dollars per share) | $ / shares | 2.49 |
Released (in dollars per share) | $ / shares | 2.33 |
Forfeited (in dollars per share) | $ / shares | 2.35 |
Ending balance (in dollars per share) | $ / shares | $ 2.38 |
Performance Shares | |
Number of Nonvested and Outstanding Units | |
Beginning balance (in shares) | shares | 309 |
Granted (in shares) | shares | 100 |
Performance adjustment (in shares) | shares | (26) |
Vested (in shares) | shares | (283) |
Ending balance (in shares) | shares | 100 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 2.42 |
Granted (in dollars per share) | $ / shares | 2.25 |
Performance adjustment (in usd per share) | $ / shares | 2.42 |
Released (in dollars per share) | $ / shares | 2.42 |
Ending balance (in dollars per share) | $ / shares | $ 2.25 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 28, 2024 | May 31, 2024 | |
Number of Options | ||||
Beginning balance (in shares) | 9,294 | |||
Assumed through acquisition (in shares) | 28,184 | |||
Granted (in shares) | 6,697 | |||
Exercised (in shares) | (531) | |||
Cancelled (in shares) | (1,338) | |||
Ending balance (in shares) | 42,306 | 9,294 | ||
Vested (in shares) | 26,938 | |||
Unvested options (in shares) | 15,368 | |||
Weighted-Average Exercise Price per Option | ||||
Beginning balance (in dollars per share) | $ 3.62 | |||
Assumed through acquisition (in dollars per share) | 4.8 | |||
Granted (in dollars per share) | 2.5 | |||
Exercised (in dollars per share) | 2.13 | |||
Cancelled (in dollars per share) | 4.44 | |||
Ending balance (in dollars per share) | 4.23 | $ 3.62 | ||
Vested (in dollars per share) | 4.88 | |||
Unvested awards (in dollars per share) | $ 3.09 | |||
Weighted- Average Remaining Contractual Life (in years) | ||||
Contractual term | 6 years 6 months | 8 years 6 months | ||
Vested | 5 years | |||
Unvested awards | 9 years | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 9 | |||
Vested | 6 | |||
Unvested awards | $ 3 | |||
Share price (in dollars per share) | $ 1.77 | $ 2.4 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 6,730 | $ 3,114 | $ 18,341 | $ 6,262 |
Cost of product revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 162 | 99 | 305 | 373 |
Cost of services revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 132 | 8 | 227 | 85 |
Cost of collaboration and other revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1 | 2 | ||
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,428 | 366 | 3,756 | 782 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4,008 | $ 2,641 | $ 14,052 | $ 5,020 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Mar. 18, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Repurchase of common stock (in shares) | 11,329,047 | 1,208,200 | 15,448,533 | 2,458,684 | |
Series B Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Exchange of common stock | 92,930,553 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of computation of loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net Income (Loss) | $ (45,718) | $ (32,157) | $ (17,040) | $ (16,843) | $ (77,875) | $ (33,883) |
Induced conversion of redeemable preferred stock | 0 | 0 | (46,014) | 0 | ||
Net loss attributable to common stockholders | $ (45,718) | $ (17,040) | $ (123,889) | $ (33,883) | ||
Denominator: | ||||||
Weighted-average shares outstanding during the period, basic | 372,331 | 78,669 | 333,228 | 78,873 | ||
Weighted-average shares outstanding during the period, diluted | 372,331 | 78,669 | 333,228 | 78,873 | ||
Net loss per share attributable to common stockholders, basic | $ (0.12) | $ (0.22) | $ (0.37) | $ (0.43) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.12) | $ (0.22) | $ (0.37) | $ (0.43) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potential Common Shares Excluded from Computations of Net Loss Per Share Attributed to Common Stockholders (Details) (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
RSUs, PSUs, stock options, restricted shares and ESPP shares | 53,275,000 | 14,366,000 |
Series B Preferred Stock | 75,164,000 | |
Warrants | 11,692,000 | |
Total | 83,938,000 | 108,506,000 |
Maximum additional shares issuable (in shares) | 4,741,374 | |
2019 Notes | Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
2019 and 2014 Notes | 18,966,000 | 18,966,000 |
2014 Notes | Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
2019 and 2014 Notes | 5,000 | 10,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 55 | $ 301 | $ 183 | $ 564 |
Federal statutory tax rate | 21% | 21% |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 37,205 | $ 27,666 | $ 82,745 | $ 52,785 |
Income (loss) from operations | (50,519) | (17,449) | (110,701) | (34,042) |
Restructuring and related charges | (5,749) | (2,267) | (10,033) | (3,417) |
Transaction and integration expenses | (2,782) | 0 | (19,945) | 0 |
Depreciation & amortization | 3,856 | 3,626 | 9,050 | 7,288 |
Corporate expenses | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from operations | (19,201) | (11,035) | (43,204) | (21,174) |
Restructuring and related charges | (5,749) | (1,829) | (10,033) | (2,380) |
Proteomics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 28,209 | 18,088 | 64,389 | 33,288 |
Depreciation & amortization | 1,896 | 3,240 | 5,253 | 6,512 |
Proteomics | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from operations | (23,739) | (3,710) | (38,275) | (9,191) |
Restructuring and related charges | 0 | (287) | 0 | (478) |
Genomics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 8,996 | 9,578 | 18,356 | 19,497 |
Depreciation & amortization | 346 | 164 | 747 | 330 |
Genomics | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from operations | 952 | (437) | 756 | (260) |
Restructuring and related charges | 0 | (151) | 0 | (559) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation & amortization | $ 1,614 | $ 222 | $ 3,050 | $ 446 |
Restructuring and Related Cha_3
Restructuring and Related Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges | $ 5,749 | $ 2,267 | $ 10,033 | $ 3,417 |
Strategic Reorganization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percentage of reduction in workforce | 10% |
Restructuring and Related Cha_4
Restructuring and Related Charges- Summary of the Changes in Our Restructuring and Other Related Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 825 | |||
Restructuring and related charges | $ 5,749 | $ 2,267 | 10,033 | $ 3,417 |
Cash payments | (7,115) | |||
Ending balance | 3,743 | 3,743 | ||
Severance and other employee-related benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 825 | |||
Restructuring and related charges | 8,011 | |||
Cash payments | (5,093) | |||
Ending balance | 3,743 | 3,743 | ||
Facility Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Restructuring and related charges | 1,427 | |||
Cash payments | (1,427) | |||
Ending balance | 0 | 0 | ||
Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Restructuring and related charges | 595 | |||
Cash payments | (595) | |||
Ending balance | $ 0 | $ 0 |
Restructuring and Related Cha_5
Restructuring and Related Charges- Restructuring and Other Efficiency Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 5,749 | $ 2,267 | $ 10,033 | $ 3,417 |
Corporate expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | 5,749 | 1,829 | 10,033 | 2,380 |
Proteomics | Operating segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | 0 | 287 | 0 | 478 |
Genomics | Operating segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 0 | $ 151 | $ 0 | $ 559 |
Related Parties Additional Info
Related Parties Additional Information (Details) - shares | 6 Months Ended | |||
Jan. 05, 2024 | Jun. 30, 2024 | Mar. 18, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 389,703,000 | 83,364,000 | ||
Convertible Aggregate Common Stock | 46,465,458 | |||
Eli Casdin | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 3,807 | |||
Received aggregate shares | 26,515,248 | |||
Eli Casdin | Casdin Partners Master Fund, L.P. | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 11,246,525 | |||
Eli Casdin | Casdin Private Growth Equity Fund, L.P | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 2,744,219 | |||
Eli Casdin | CMLS Holdings II LLC | ||||
Related Party Transaction [Line Items] | ||||
Warrant to purchase common stock | 4,824,802 | |||
Eli Casdin | CMLS Holdings II LLC | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Warrant to purchase common stock | 7,548,000 | |||
Eli Casdin | SomaLogic Inc. | ||||
Related Party Transaction [Line Items] | ||||
Options in exchange of common shares | 144,088 | |||
Restricted Stock Units (RSUs) | ||||
Related Party Transaction [Line Items] | ||||
Vested (in shares) | 2,959,000 | |||
Restricted Stock Units (RSUs) | Eli Casdin | ||||
Related Party Transaction [Line Items] | ||||
Vested (in shares) | 3,807 |