Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Personalis, Inc. | |
Entity Central Index Key | 0001527753 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 49,031,396 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38943 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-5411038 | |
Entity Address, Address Line One | 6600 Dumbarton Circle | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94555 | |
City Area Code | 650 | |
Local Phone Number | 752-1300 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PSNL | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 72,192 | $ 89,128 |
Short-term investments | 48,471 | 78,530 |
Accounts receivable, net | 13,666 | 16,642 |
Inventory and other deferred costs | 8,225 | 8,591 |
Prepaid expenses and other current assets | 5,661 | 6,808 |
Total current assets | 148,215 | 199,699 |
Property and equipment, net | 56,751 | 61,935 |
Operating lease right-of-use assets | 18,167 | 26,480 |
Other long-term assets | 3,503 | 4,586 |
Total assets | 226,636 | 292,700 |
Current liabilities | ||
Accounts payable | 8,963 | 12,854 |
Accrued and other current liabilities | 19,821 | 19,013 |
Contract liabilities | 3,694 | 1,264 |
Total current liabilities | 32,478 | 33,131 |
Long-term operating lease liabilities | 39,166 | 41,041 |
Other long-term liabilities | 3,786 | 389 |
Total liabilities | 75,430 | 74,561 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value - 200,000,000 shares authorized; 49,013,483 and 46,707,084 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 5 | 5 |
Additional paid-in capital | 593,625 | 579,456 |
Accumulated other comprehensive loss | (302) | (912) |
Accumulated deficit | (442,122) | (360,410) |
Total stockholders’ equity | 151,206 | 218,139 |
Total liabilities and stockholders’ equity | $ 226,636 | $ 292,700 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 49,013,483 | 46,707,084 |
Common stock, shares, outstanding | 49,013,483 | 46,707,084 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,247 | $ 14,858 | $ 53,806 | $ 48,325 |
Costs and expenses | ||||
Cost of revenue | 14,766 | 12,379 | 40,803 | 37,287 |
Research and development | 16,738 | 14,957 | 51,163 | 48,343 |
Selling, general and administrative | 11,971 | 14,781 | 38,202 | 46,141 |
Lease impairment | 5,565 | 5,565 | ||
Restructuring and other charges | 4,037 | |||
Total costs and expenses | 49,040 | 42,117 | 139,770 | 131,771 |
Loss from operations | (30,793) | (27,259) | (85,964) | (83,446) |
Interest income | 1,706 | 743 | 4,424 | 1,236 |
Interest expense | (15) | (45) | (101) | (154) |
Other income, net | 32 | 80 | 7 | 149 |
Loss before income taxes | (29,070) | (26,481) | (81,634) | (82,215) |
Provision for income taxes | 28 | 11 | 78 | 32 |
Net loss | $ (29,098) | $ (26,492) | $ (81,712) | $ (82,247) |
Net loss per share, basic | $ (0.6) | $ (0.58) | $ (1.71) | $ (1.81) |
Net loss per share, diluted | $ (0.6) | $ (0.58) | $ (1.71) | $ (1.81) |
Weighted-average shares outstanding, basic | 48,694,324 | 45,921,411 | 47,701,369 | 45,518,334 |
Weighted-average shares outstanding, diluted | 48,694,324 | 45,921,411 | 47,701,369 | 45,518,334 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (29,098) | $ (26,492) | $ (81,712) | $ (82,247) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | (42) | (215) | (51) | (417) |
Change in unrealized gain (loss) on available-for-sale debt securities | 53 | 57 | 661 | (839) |
Comprehensive loss | $ (29,087) | $ (26,650) | $ (81,102) | $ (83,503) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 310,301 | $ 4 | $ 557,558 | $ (166) | $ (247,095) |
Beginning balance, shares at Dec. 31, 2021 | 44,904,512 | ||||
Proceeds from exercise of stock options | 981 | $ 1 | 980 | ||
Proceeds from exercise of stock options, shares | 475,687 | ||||
Proceeds from ESPP | 974 | 974 | |||
Proceeds from ESPP, shares | 204,775 | ||||
Restricted stock units vested, shares | 370,892 | ||||
Stock-based compensation | 13,646 | 13,646 | |||
Foreign currency translation adjustment | (417) | (417) | |||
Unrealized gain (loss) on available-for-sale debt securities | (839) | (839) | |||
Net loss | (82,247) | (82,247) | |||
Ending balance at Sep. 30, 2022 | 242,399 | $ 5 | 573,158 | (1,422) | (329,342) |
Ending balance, shares at Sep. 30, 2022 | 45,955,866 | ||||
Beginning balance at Jun. 30, 2022 | 264,632 | $ 5 | 568,741 | (1,264) | (302,850) |
Beginning balance, shares at Jun. 30, 2022 | 45,891,458 | ||||
Proceeds from exercise of stock options | 2 | 2 | |||
Proceeds from exercise of stock options, shares | 643 | ||||
Restricted stock units vested, shares | 63,765 | ||||
Stock-based compensation | 4,415 | 4,415 | |||
Foreign currency translation adjustment | (215) | (215) | |||
Unrealized gain (loss) on available-for-sale debt securities | 57 | 57 | |||
Net loss | (26,492) | (26,492) | |||
Ending balance at Sep. 30, 2022 | 242,399 | $ 5 | 573,158 | (1,422) | (329,342) |
Ending balance, shares at Sep. 30, 2022 | 45,955,866 | ||||
Beginning balance at Dec. 31, 2022 | 218,139 | $ 5 | 579,456 | (912) | (360,410) |
Beginning balance, shares at Dec. 31, 2022 | 46,707,084 | ||||
Proceeds from sales of common stock under ATM facility, net of commissions | 2,598 | 2,598 | |||
Proceeds from sales of common stock under ATM facility, net of commissions, shares | 1,329,214 | ||||
Proceeds from exercise of stock options, shares | 8 | ||||
Proceeds from ESPP | 909 | 909 | |||
Proceeds from ESPP, shares | 468,643 | ||||
Restricted stock units vested, shares | 508,534 | ||||
Stock-based compensation | 10,662 | 10,662 | |||
Foreign currency translation adjustment | (51) | (51) | |||
Unrealized gain (loss) on available-for-sale debt securities | 661 | 661 | |||
Net loss | (81,712) | (81,712) | |||
Ending balance at Sep. 30, 2023 | 151,206 | $ 5 | 593,625 | (302) | (442,122) |
Ending balance, shares at Sep. 30, 2023 | 49,013,483 | ||||
Beginning balance at Jun. 30, 2023 | 176,086 | $ 5 | 589,418 | (313) | (413,024) |
Beginning balance, shares at Jun. 30, 2023 | 48,507,101 | ||||
Proceeds from sales of common stock under ATM facility, net of commissions | 725 | 725 | |||
Proceeds from sales of common stock under ATM facility, net of commissions, shares | 429,214 | ||||
Restricted stock units vested, shares | 77,168 | ||||
Stock-based compensation | 3,482 | 3,482 | |||
Foreign currency translation adjustment | (42) | (42) | |||
Unrealized gain (loss) on available-for-sale debt securities | 53 | 53 | |||
Net loss | (29,098) | (29,098) | |||
Ending balance at Sep. 30, 2023 | $ 151,206 | $ 5 | $ 593,625 | $ (302) | $ (442,122) |
Ending balance, shares at Sep. 30, 2023 | 49,013,483 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (81,712) | $ (82,247) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 10,662 | 13,646 |
Depreciation and amortization | 8,389 | 5,476 |
Noncash operating lease cost | 2,681 | 3,612 |
Amortization of premium (discount) on short-term investments | (1,400) | 365 |
Noncash restructuring and other charges | 476 | |
Noncash lease impairment expense | 5,565 | |
Other | 214 | (23) |
Changes in operating assets and liabilities | ||
Accounts receivable | 2,976 | 4,876 |
Inventory and other deferred costs | 201 | (1,935) |
Prepaid expenses and other assets | 2,080 | (357) |
Accounts payable | (749) | (1,073) |
Accrued and other current liabilities | 1,018 | (1,632) |
Contract liabilities | 6,216 | (3,685) |
Operating lease liabilities | 553 | 9,928 |
Other long-term liabilities | (10) | (422) |
Net cash used in operating activities | (42,840) | (53,471) |
Cash flows from investing activities: | ||
Purchases of available-for-sale debt securities | (71,831) | (111,179) |
Proceeds from maturities of available-for-sale debt securities | 103,955 | 182,223 |
Purchases of property and equipment | (7,387) | (40,358) |
Net cash provided by investing activities | 24,737 | 30,686 |
Cash flows from financing activities: | ||
Proceeds from sales of common stock under ATM facility, net of commissions | 2,598 | |
Proceeds from loans | 1,194 | |
Repayments of loans | (2,292) | (2,293) |
Proceeds from issuance of common stock under employee equity plans | 909 | 1,954 |
Net cash provided by financing activities | 1,215 | 855 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (48) | (133) |
Net decrease in cash, cash equivalents and restricted cash | (16,936) | (22,063) |
Cash, cash equivalents, and restricted cash, beginning of period | 90,918 | 107,375 |
Cash, cash equivalents and restricted cash, end of period | 73,982 | 85,312 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 72,192 | 83,522 |
Restricted cash, included in other long-term assets | 1,790 | 1,790 |
Total cash, cash equivalents and restricted cash | $ 73,982 | $ 85,312 |
Company and Nature of Business
Company and Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. Company and Nature of Business Personalis, Inc. (the "Company") is a provider of advanced genomic tests for precision oncology and personalized testing. The Company also provides sequencing and data analysis services to support population sequencing initiatives. The Company's genomic tests are sold primarily to pharmaceutical companies, biopharmaceutical companies, diagnostics companies, clinicians, universities, non-profits, and government entities, while services for population sequencing initiatives are sold primarily to government entities. The principal markets for the Company's services are in the United States and Europe. The Company was incorporated in Delaware in February 2011 and began operations in September 2011. The Company formed a wholly owned subsidiary, Personalis (UK) Ltd., in August 2013 and a wholly owned subsidiary, Shanghai Personalis Biotechnology Co., Ltd., which is referred to as “Personalis (Shanghai) Ltd” herein, in October 2020. During the first half of 2023, the Company terminated its operations in China and the Company’s management is in the process of dissolving Personalis (Shanghai) Ltd. Refer to Note 11 for further information. The Company operates and manages its business as one reportable operating segment, which is the sale of sequencing and data analysis services. The Company has incurred losses to date and expects to incur additional losses for the foreseeable future. The Company continues to invest the majority of its resources in the development and growth of its business, including investments in product development and studies to prove the clinical validity and utility of the Company's tests. The Company’s activities have been financed to date primarily through the sale of its equity securities and cash from operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies 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 (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2023. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates include, but are not limited to, revenue recognition, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of stock-based awards, provisions for income taxes, and fair value of lease right-of-use assets. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. At-the-Market Equity Offerings In December 2021, the Company entered into an At-the-Market ("ATM") Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) under which it may offer and sell its common stock having aggregate sales proceeds of up to $ 100.0 million from time to time through BTIG as its sales agent. BTIG will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. During the three and nine months ended September 30, 2023, the Company issued and sold 0.4 million shares of its common stock at a weighted-average price of $ 1.72 per share, and 1.3 million shares of its common stock at a weighted-average price of $ 1.99 per share, respectively, under the Sales Agreement. During the three and nine months ended September 30, 2023, the Company received $ 0.7 million and $ 2.6 million in proceeds, net of commissions, respectively. As of September 30, 2023, up to $ 97.3 million in aggregate sales of common stock remained available for sale under the Sales Agreement. Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to credit risk from its portfolio of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company also invests in investment-grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy are as follows: preservation of principal; liquidity of investments sufficient to meet cash flow requirements; avoidance of inappropriate concentration and credit risk; competitive after-tax rate of returns; and fiduciary control of cash and investments. Under its investment policy, the Company limits the amounts invested in such securities by credit rating, maturity, investment type, and issuer. As a result, management believes that these financial instruments do not expose the Company to any significant concentrations of credit risk. The Company purchases various reagents and sequencing materials from sole source suppliers. Any extended interruption in the supply of these materials could result in the Company’s inability to secure sufficient materials to conduct business and meet customer demand. The Company performs regular reviews of customer activity and associated credit risks and does not require collateral. Historically, the Company has not experienced significant credit losses from accounts receivable. Multiple customers have provided more than 10% of total revenue in the periods presented, or accounted for more than 10% of accounts receivable at each respective balance sheet date, as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2023 December 31, 2022 2023 2022 2023 2022 Natera, Inc. 43 % 50 % 46 % 38 % 40 % 43 % VA MVP 13 % * 16 % 16 % * * Merck & Co., Inc. 12 % 20 % * 12 % 16 % * GSK plc * * * * * 12 % Pfizer Inc. * * * * * 10 % * Less than 10 % of revenue or accounts receivable Significant Accounting Policies As of September 30, 2023, the Company’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies” in its consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Recent Accounting Pronouncements New Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The accounting update also made minor changes to the impairment model for available-for-sale debt securities. The Company adopted the new guidance as of the beginning of the first quarter of 2023 by means of a cumulative-effect adjustment to opening retained earnings. The adoption did not have a significant impact on the condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Revenue The Company disaggregates revenue by the following four customer types: • Pharma tests and services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their drug development programs. Individual contracts typically contemplate a single project and involve a range of tests and analytics deliverables from the Company that are suitable for each particular project. • Enterprise sales includes sales of tumor profiling and diagnostic tests directly to other businesses as an input to their products. The Company is typically contracted to deliver specified tests and analytics in high volume over time. Revenue from the Company's partnership with Natera to provide advanced tumor analysis for use in Natera's MRD test makes up substantially all of the revenue in this category. • Population sequencing includes sales of genomic sequencing services and data analytics to support large-scale genetic research programs. The Company is typically contracted to deliver whole genome sequencing and provide data that can be used for analysis across a large volume of samples. All of the revenue within this category is from the Company's partnership with the VA MVP. • Other includes sales of genomic tests and analytics to universities and non-profits. Other also includes sales of diagnostics tests ordered by healthcare providers for cancer patients. The following table presents the Company’s revenue disaggregated by customer type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pharma tests and services $ 7,997 $ 7,333 $ 20,413 $ 22,152 Enterprise sales 7,812 7,383 24,656 18,390 Population sequencing 2,400 — 8,405 7,556 Other 38 142 332 227 Total revenue $ 18,247 $ 14,858 $ 53,806 $ 48,325 Revenue from countries outside of the United States, based on the billing addresses of customers, represented 7 % and 6 % of the Company's revenue for each of the three months ended September 30, 2023 and 2022, and 9 % and 10 % for the nine months ended September 30, 2023 and 2022, respectively. Contract Assets and Liabilities Contract assets as of September 30, 2023 and December 31, 2022 were immaterial. Amounts collected in advance of services being provided are deferred as contract liabilities in the condensed consolidated balance sheets. The associated revenue is recognized, and the contract liability is reduced, as the contracted services are subsequently performed. The balance of contract liabilities was $ 7.5 million (of which $ 3.8 million was included within "Long-term liabilities") and $ 1.3 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, amounts related to unsatisfied services under contracts with an original expected duration of more than one year was $ 5.9 million. The Company expects to recognize approximately $ 2.1 million of this amount in the next 12 months , and the remaining $ 3.8 million in the 12 months after that. Revenue recognized that was included in the contract liability balance at the beginning of each reporting period was immaterial and $ 0.5 million for the three and nine months ended September 30, 2023, and was $ 0.2 million and $ 3.7 million for the three and nine months ended September 30, 2022. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Note 4. Balance Sheet Details Inventory and other deferred costs consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 5,127 $ 6,384 Other deferred costs 3,098 2,207 Total inventory and other deferred costs $ 8,225 $ 8,591 Property and equipment. Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was $ 2.8 million and $ 1.9 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $ 8.4 million and $ 5.5 million, respectively. Accumulated depreciation and amortization was $ 35.1 million and $ 26.9 million as of September 30, 2023 and December 31, 2022, respectively. Restricted cash. The Company’s restricted cash is pledged as collateral for a standby letter of credit related to a property lease. The balance of restricted cash was $ 1.8 million as of September 30, 2023 and December 31, 2022, and is included in other long-term assets. Accrued and other current liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Accrued compensation $ 8,770 $ 9,008 Operating lease liabilities 7,712 5,391 Loans—current portion (Note 6) 403 2,218 Accrued liabilities 1,975 1,700 Employee ESPP contributions 846 543 Accrued taxes 93 123 Customer deposits 22 30 Total accrued and other current liabilities $ 19,821 $ 19,013 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The following tables show the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,860 $ — $ — $ 6,860 Money market funds 10,900 — — 10,900 Level 1 Commercial paper 48,490 — ( 17 ) 48,473 Level 2 U.S. government securities 5,958 1 — 5,959 Level 2 Total cash and cash equivalents 72,208 1 ( 17 ) 72,192 Short-term investments: U.S. government securities 48,478 1 ( 8 ) 48,471 Level 2 Total short-term investments 48,478 1 ( 8 ) 48,471 Total assets measured at fair value $ 120,686 $ 2 $ ( 25 ) $ 120,663 December 31, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 5,615 $ — $ — $ 5,615 Money market funds 31,401 — — 31,401 Level 1 Commercial paper 47,135 — ( 15 ) 47,120 Level 2 U.S. government securities 4,991 1 — 4,992 Level 2 Total cash and cash equivalents 89,142 1 ( 15 ) 89,128 Short-term investments: Commercial paper 13,097 — ( 51 ) 13,046 Level 2 U.S. agency securities 9,445 — ( 105 ) 9,340 Level 2 U.S. government securities 56,658 1 ( 515 ) 56,144 Level 2 Total short-term investments 79,200 1 ( 671 ) 78,530 Total assets measured at fair value $ 168,342 $ 2 $ ( 686 ) $ 167,658 The Company’s marketable debt securities at September 30, 2023 have maturities due in less than six months. No security has been in a continuous unrealized loss position for more than 12 months and the Company does not consider any of its marketable debt securities to be impaired. |
Loans
Loans | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Loans | 6. Loans Equipment and Software Loans In April 2021, the Company entered into a secured payment agreement with a financing entity to finance the purchase of $ 2.4 million of internal use software licenses and related software maintenance from a vendor. The financing entity and vendor are not related. The Company is obligated to repay the financed amount in three equal payments of $ 0.8 million in May 2021, May 2022, and May 2023. The payment agreement is noninterest bearing and the Company concluded that such interest rate ( zero ) did not represent fair and adequate compensation to the financing entity for the use of the related funds. Accordingly, the Company approximated the rate at which it could obtain financing of a similar nature from other sources at the date of the transaction. The resulting imputed interest rate was 7 % and was used to establish the present value of the payment agreement. The discount is recognized as interest expense in the condensed consolidated statements of operations over the life of the payment agreement. The Company entered into two more secured payment agreements in April 2021 and July 2022, with the same financing entity, to finance the purchase of $ 3.1 million of computer hardware and related hardware maintenance and $ 1.3 million of internal use software licenses and related ongoing support, respectively. The Company is required to pay three equal payments of $ 1.0 million in July 2021, June 2022, and June 2023 for the first agreement, and three equal payments of $ 0.4 million in September 2022, September 2023, and September 2024 for the second agreement. The nature of these agreements and resulting accounting treatment are the same as the payment agreement described in the preceding paragraph, except the imputed interest rate was 9 % for the July 2022 agreement. Repayments are presented as financing cash outflows in the condensed consolidated statements of cash flows. Interest expense for all periods presented was $ 0.1 million or less. Amounts outstanding under the payment agreements are as follows (in thousands): September 30, 2023 December 31, 2022 Principal $ 436 $ 2,730 Less: unamortized discount ( 33 ) ( 134 ) Total carrying amount 403 2,596 Less: current portion (included in accrued and other current liabilities) ( 403 ) ( 2,218 ) Long-term portion (included in other long-term liabilities) $ — $ 378 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 7. Leases In 2021, the Company entered into a noncancelable operating lease for approximately 100,000 square feet in Fremont, California used for laboratory operations and its corporate headquarters. The lease term is 13.5 years and commenced in October 2022. The Company gained early access to the premises for the purpose of constructing and installing tenant improvements, for which the landlord contributed $ 15.1 million. Such contributions were accounted for as lease incentives and are recognized as reductions to lease expense over the lease term. The lease expires at the end of March 2036 and includes two options to extend the term for a period of five-years per option at market rates. The Company determined the extension options are not reasonably certain to be exercised. The lease includes escalating rent payments. The Company has a noncancelable operating lease expiring in November 2027 for 31,280 square feet in Menlo Park, California previously used for laboratory operations and its former corporate headquarters. The lease includes escalating rent payments. In 2021, the Company expanded the leased premises by an additional 14,710 square feet of space (the “Expansion Lease”). The Expansion Lease expired at the end of December 2022 and was not extended . The Company moved all laboratory operations to the Fremont facility during the third quarter of 2023 and intends to sublease the vacated Menlo Park space. The Company has noncancelable operating leases for data center space expiring between 2025 and 2026 . The leases include renewal options that the Company determined are not reasonably certain to be exercised. During the third quarter of 2023, the data center operator agreed to terminate a portion of the lease at no cost. The Company remeasured the remaining lease liability and derecognized $ 0.6 million of operating lease liabilities and right-of-use assets. The Company had an operating lease for laboratory space in Shanghai, China that was terminated early upon both parties' approval during the second quarter of 2023. The early termination did not result in any material penalties or charges in the Company's condensed consolidated statements of operations. Separately, the Company also has various other short-term leases. As of September 30, 2023, the Company’s operating leases had a weighted-average remaining lease term of 10.6 years and a weighted-average discount rate of 10.5 %. The Company’s discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of September 30, 2023 were as follows (in thousands): Amount 2023 (remaining three months) $ 2,013 2024 8,134 2025 8,057 2026 7,230 2027 7,189 2028 and thereafter 48,013 Total future minimum lease payments 80,636 Less: imputed interest ( 33,758 ) Present value of future minimum lease payments 46,878 Less: current portion of operating lease liability ( 7,712 ) Long-term operating lease liabilities $ 39,166 Cash paid for operating lease liabilities, included in cash flows from operating activities in the condensed consolidated statements of cash flows, for the nine months ended September 30, 2023 and 2022, was $ 4.0 million and $ 3.3 million, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the nine months ended September 30, 2023 and 2022 were $ 1.3 million and $ 3.1 million, respectively. Components of lease cost were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 1,670 $ 2,121 $ 5,262 $ 6,469 Short-term lease cost 51 10 175 47 Variable lease cost 381 357 1,264 1,003 Total lease cost $ 2,102 $ 2,488 $ 6,701 $ 7,519 During the three and nine months ended September 30, 2023, the Company also recorded a $ 5.6 million impairment loss for operating lease right-of-use assets as a result of the change in use of the Menlo Park office. Lease Impairment During the third quarter of 2023, the Company completed the move of its laboratory operations from its Menlo Park facility to its Fremont facility and began actively marketing the Menlo Park space for sublease. Accordingly, the Company evaluated the ongoing value of the operating lease right-of-use asset associated with the Menlo Park facility. Based on this evaluation, the Company determined that the right-of-use asset with a carrying amount of $ 6.7 million was no longer recoverable and was impaired and wrote it down to its estimated fair value of $ 1.1 million, which resulted in a noncash impairment loss of $ 5.6 million. Estimated fair value was based on expected future sublease cash flows (derived from a third-party real estate broker), net of brokerage commissions and estimated tenant incentives, discounted at a market rate of return on similar assets. The estimation of fair value also included expected downtime prior to the commencement of a future sublease. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8. Stock -Based Compensation Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows: September 30, 2023 Outstanding stock awards 9,342,816 Reserved for future award grants 3,286,559 Reserved for future ESPP 614,307 Total common stock reserved for stock awards 13,243,682 Stock Option Activity A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized separately below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the nine months ended September 30, 2023 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2022 5,451,132 $ 9.90 5.31 $ 7 Options granted 2,601,500 2.63 Options exercised ( 8 ) 2.44 Options forfeited or expired ( 742,037 ) 9.88 Balance—September 30, 2023 7,310,587 $ 7.31 6.09 $ — Options vested and exercisable as of September 30, 2023 4,237,362 $ 8.90 3.87 $ — The weighted-average grant date fair value of options granted was $ 1.33 and $ 3.50 per share for the three months ended September 30, 2023 and 2022, respectively, and $ 1.82 and $ 3.60 per share for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the unrecognized stock-based compensation cost of unvested options was $ 8.7 million, which is expected to be recognized over a weighted-average period of 2.2 years. Valuation of Stock Options The Company estimated the fair value of stock options (excluding performance-based stock options discussed separately below) using the Black-Scholes option-pricing model. The fair value of stock options is recognized on a straight-line basis over the requisite service periods of the awards. The fair value of stock options was estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Expected term (in years) 6.02 - 6.08 5.77 - 6.08 5.50 - 6.08 5.50 - 6.08 Volatility 78.67 - 78.73 % 71.79 - 76.35 % 78.47 - 79.31 % 68.37 - 76.35 % Risk-free interest rate 3.99 - 4.43 % 2.84 - 3.63 % 3.47 - 4.43 % 1.62 - 3.63 % Dividend yield – % – % – % – % Performance-Based Stock Option Activity No performance-based stock option activity occurred during the nine months ended September 30, 2023. As of September 30, 2023, performance-based stock options for 421,000 shares with an exercise price of $ 5.10 and a remaining contractual term of 0.25 years remained outstanding. The stock options are fully vested and exercisable and had no intrinsic value as of September 30, 2023. Restricted Stock Units ("RSU") Activity and Valuation A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2023 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2022 2,621,482 $ 9.33 $ 5,191 RSUs granted 24,500 2.18 RSUs vested ( 508,534 ) 10.36 1,122 RSUs forfeited ( 526,219 ) 8.98 Balance—September 30, 2023 1,611,229 $ 9.00 $ 1,950 As of September 30, 2023, the unrecognized stock-based compensation cost of unvested RSUs was $ 11.5 million, which is expected to be recognized over a weighted-average period of 2.1 years. ESPP Activity During the nine months ended September 30, 2023 and 2022, 468,643 and 204,775 shares of common stock were purchased under the ESPP. Stock-Based Compensation Expense The following is a summary of stock-based compensation expense by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options $ 1,458 $ 1,849 $ 4,306 $ 6,253 RSUs 1,840 2,432 5,720 6,827 ESPP 184 134 636 566 Total stock-based compensation expense $ 3,482 $ 4,415 $ 10,662 $ 13,646 The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 428 $ 469 $ 1,354 $ 1,372 Research and development 1,212 1,124 3,698 3,784 Selling, general and administrative 1,842 2,822 5,610 8,490 Total stock-based compensation expense $ 3,482 $ 4,415 $ 10,662 $ 13,646 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Contingencies On August 2, 2022, the Company filed a complaint in the U.S. District Court for the District of Colorado (the "District Court") against Foresight Diagnostics Inc. (“Foresight”) for patent infringement. The complaint is based on the Company’s U.S. Patent No. 10,450,611 (the “’611 Patent”), entitled “Personalized Genetic Testing,” our U.S. Patent No. 11,299,783 (the “’783 Patent”), entitled “Methods and Systems For Genetic Analysis,” and our U.S. Patent No. 11,384,394 (the “’394 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘611 Patent was granted on October 22, 2019, and relates to methods for personalized genetic testing by performance of sequencing assays on biological samples. The ‘783 Patent was granted on April 12, 2022, and relates to methods for sample processing and data analysis by performance of sequencing assays on biological samples that can aid in the diagnosis, monitoring, treatment, and prevention of one or more diseases. The ‘394 Patent was granted on July 12, 2022, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. On August 17, 2022, the Company filed an amended complaint for patent infringement against Foresight. The amended complaint added our U.S. Patent No. 11,408,033 (the “’033 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘033 Patent was granted on August 9, 2022, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. The Company is seeking remedies including injunctive relief, damages and costs. On October 12, 2022, Foresight filed its answer and counterclaims in the matter, seeking declaratory judgment and alleging that its solid tumor recurrence test does not infringe the Company’s asserted patents and that the claims of our asserted patents are invalid and/or unenforceable. On November 2, 2022, the Company filed its answer to Foresight’s counterclaims. The Company intends to vigorously defend against these counterclaims. Between November 30, 2022 and February 10, 2023, inclusive, Foresight filed four inter partes review petitions with the USPTO, seeking to invalidate the four patents that we are asserting against Foresight in our first patent infringement action. Also on November 30, 2022, Foresight filed a motion to stay our first patent infringement action in the District Court pending the resolution of the inter partes review proceedings that Foresight has requested. On January 24, 2023, the District Court granted Foresight’s motion to stay. On June 13, 2023, the USPTO issued decisions granting inter partes reviews of the '394 and '033 Patents. On August 8, 2023, the USPTO issued decisions granting inter partes reviews of the '611 and '783 Patents. On June 26, 2023, the Company filed a second complaint in the District Court against Foresight for patent infringement. The complaint is based on the Company’s U.S. Patent No. 11,584,968 (the “’968 Patent”), entitled “Methods For Using Mosaicism in Nucleic Acids Sampled Distal to Their Origin,” our U.S. Patent No. 11,649,507 (the “’507 Patent”), entitled “Methods for Using Mosaicism in Nucleic Acids Sampled Distal to Their Origin,” and our U.S. Patent No. 11,643,685 (the “’685 Patent”), entitled “Methods and Systems For Genetic Analysis.” The ’968 Patent was granted on February 21, 2023, and relates to methods for improving detection and monitoring of human diseases. The ’507 Patent was granted on May 16, 2023, and relates to methods for detection and monitoring of human disease by providing spatial or developmental localization of mutations within the body which is used in monitoring states of health in tissues of the body. The ’685 Patent was granted on May 9, 2023, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. The Company is seeking remedies including injunctive relief, damages and costs. On August 10, 2023, Foresight filed a motion to dismiss the Company’s second complaint. On August 31, 2023, the Company filed a response to Foresight’s motion and also filed an amended complaint. On September 6, 2023, the District Court denied Foresight’s motion as moot in light of the Company’s amended complaint. On September 14, 2023, Foresight filed its answer and counterclaims in the matter, seeking declaratory judgment and alleging that its solid tumor recurrence test does not infringe the Company’s asserted patents in the Company’s second patent infringement action and that the Company’s asserted patents in that action are invalid and/or unenforceable. On October 5, 2023, the Company filed its answer to Foresight’s counterclaims. The Company intends to vigorously defend against these counterclaims. On October 20, 2023, Foresight filed a motion to consolidate the Company’s two patent infringement actions in the District Court, and if consolidated, to maintain the stay as to all of the Company’s asserted patents pending the resolution of the first four inter partes review proceedings and the three additional inter partes review petitions that Foresight alleges it will file as soon as it is permitted by statute to do so, seeking to invalidate the three patents that the Company is asserting against Foresight in the Company’s second patent infringement action. The Company intends to file its opposition to Foresight’s motion to consolidate and stay the infringement actions on or before November 13, 2023. Litigation is inherently unpredictable, and, except for events that have already occurred, it is too early in the foregoing proceedings to predict the outcome of these proceedings, or any impact they may have on us. As such, the estimated financial effect associated with this complaint cannot be made as of the date of filing of this Quarterly Report on Form 10-Q. Litigation is a significant ongoing expense with an uncertain outcome and may in the future be a material expense for us. Management believes this investment is important to protect our intellectual property position, even recognizing the uncertainty of the outcome. The Company is also subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and loss contingencies are reflected in the consolidated financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. Except for the matter described in the first four paragraphs of this Note 9, as of September 30, 2023, the Company was not involved in any material adverse legal proceedings. 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. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | Note 10. Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed using net loss and the weighted-average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of outstanding in-the-money stock options, assumed release of outstanding RSUs, and assumed issuance of common stock under the ESPP using the treasury stock method. The Company incurred net losses in the periods presented, and as a result, potential common shares from stock options, RSUs, and the assumed release of outstanding shares under the ESPP were not included in the diluted shares used to calculate net loss per share, as their inclusion would have been anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss $ ( 29,098 ) $ ( 26,492 ) $ ( 81,712 ) $ ( 82,247 ) Weighted-average common shares outstanding—basic and diluted 48,694,324 45,921,411 47,701,369 45,518,334 Net loss per common share—basic and diluted ( 0.60 ) $ ( 0.58 ) $ ( 1.71 ) $ ( 1.81 ) The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options to purchase common stock 7,731,587 5,860,728 7,731,587 5,860,728 Unvested RSUs 1,611,229 2,876,751 1,611,229 2,876,751 ESPP 413,450 117,432 413,450 117,432 Total 9,756,266 8,854,911 9,756,266 8,854,911 |
Restructuring and Other Charges
Restructuring and Other Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Note 11. Restructuring and Other Charges Restructuring In January 2023, the Company initiated a reduction in the Company’s workforce to reduce operating costs and improve operating efficiency. The workforce reduction affected nearly 100 employees and was substantially completed during the first quarter of 2023. The Company recognized $ 3.1 million in one-time employee termination benefits during the first quarter of 2023 in connection with the reduction in workforce, comprising separation pay and healthcare benefits payable in cash, all of which were paid by the end of the second quarter of 2023. Closure of China Operations During the first half of 2023, the Company terminated its operations in China with the objective of streamlining international operations and reducing operating costs. The Company’s management is in the process of carrying out liquidation work and dissolving the Personalis (Shanghai) Ltd entity in China. The Company anticipates completing the dissolution of the entity by the end of 2023. The disposal does not qualify for reporting as a discontinued operation because it does not represent a strategic shift that has or will have a major effect on our operations and financial results. Expenses of $ 0.9 million were recognized during the first half of 2023 in connection with closure activities. $ 0.3 million of such expenses related to one-time employee termination benefits for the Company's 12 employees located in China and were payable in cash. Substantially all of the terminations were completed during the first quarter of 2023, along with the related cash outlays. The remaining $ 0.6 million in expenses were comprised primarily of noncash charges, including losses on disposal of fixed assets and impairments of other assets. The Company may incur additional costs as closure activities continue throughout 2023, however, such future costs are not expected to be significant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2023. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates include, but are not limited to, revenue recognition, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of stock-based awards, provisions for income taxes, and fair value of lease right-of-use assets. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. |
At-the-Market Equity Offerings | At-the-Market Equity Offerings In December 2021, the Company entered into an At-the-Market ("ATM") Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) under which it may offer and sell its common stock having aggregate sales proceeds of up to $ 100.0 million from time to time through BTIG as its sales agent. BTIG will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. During the three and nine months ended September 30, 2023, the Company issued and sold 0.4 million shares of its common stock at a weighted-average price of $ 1.72 per share, and 1.3 million shares of its common stock at a weighted-average price of $ 1.99 per share, respectively, under the Sales Agreement. During the three and nine months ended September 30, 2023, the Company received $ 0.7 million and $ 2.6 million in proceeds, net of commissions, respectively. As of September 30, 2023, up to $ 97.3 million in aggregate sales of common stock remained available for sale under the Sales Agreement. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to credit risk from its portfolio of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company also invests in investment-grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy are as follows: preservation of principal; liquidity of investments sufficient to meet cash flow requirements; avoidance of inappropriate concentration and credit risk; competitive after-tax rate of returns; and fiduciary control of cash and investments. Under its investment policy, the Company limits the amounts invested in such securities by credit rating, maturity, investment type, and issuer. As a result, management believes that these financial instruments do not expose the Company to any significant concentrations of credit risk. The Company purchases various reagents and sequencing materials from sole source suppliers. Any extended interruption in the supply of these materials could result in the Company’s inability to secure sufficient materials to conduct business and meet customer demand. The Company performs regular reviews of customer activity and associated credit risks and does not require collateral. Historically, the Company has not experienced significant credit losses from accounts receivable. Multiple customers have provided more than 10% of total revenue in the periods presented, or accounted for more than 10% of accounts receivable at each respective balance sheet date, as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2023 December 31, 2022 2023 2022 2023 2022 Natera, Inc. 43 % 50 % 46 % 38 % 40 % 43 % VA MVP 13 % * 16 % 16 % * * Merck & Co., Inc. 12 % 20 % * 12 % 16 % * GSK plc * * * * * 12 % Pfizer Inc. * * * * * 10 % * Less than 10 % of revenue or accounts receivable |
Significant Accounting Policies | Significant Accounting Policies As of September 30, 2023, the Company’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies” in its consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The accounting update also made minor changes to the impairment model for available-for-sale debt securities. The Company adopted the new guidance as of the beginning of the first quarter of 2023 by means of a cumulative-effect adjustment to opening retained earnings. The adoption did not have a significant impact on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Percentage of Revenue and Accounts Receivable from Customers | Multiple customers have provided more than 10% of total revenue in the periods presented, or accounted for more than 10% of accounts receivable at each respective balance sheet date, as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2023 December 31, 2022 2023 2022 2023 2022 Natera, Inc. 43 % 50 % 46 % 38 % 40 % 43 % VA MVP 13 % * 16 % 16 % * * Merck & Co., Inc. 12 % 20 % * 12 % 16 % * GSK plc * * * * * 12 % Pfizer Inc. * * * * * 10 % * Less than 10 % of revenue or accounts receivable |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Schedule of Revenue Disaggregated by Customer Type | The following table presents the Company’s revenue disaggregated by customer type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pharma tests and services $ 7,997 $ 7,333 $ 20,413 $ 22,152 Enterprise sales 7,812 7,383 24,656 18,390 Population sequencing 2,400 — 8,405 7,556 Other 38 142 332 227 Total revenue $ 18,247 $ 14,858 $ 53,806 $ 48,325 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory and Other Deferred Costs | Inventory and other deferred costs consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 5,127 $ 6,384 Other deferred costs 3,098 2,207 Total inventory and other deferred costs $ 8,225 $ 8,591 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Accrued compensation $ 8,770 $ 9,008 Operating lease liabilities 7,712 5,391 Loans—current portion (Note 6) 403 2,218 Accrued liabilities 1,975 1,700 Employee ESPP contributions 846 543 Accrued taxes 93 123 Customer deposits 22 30 Total accrued and other current liabilities $ 19,821 $ 19,013 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements | The following tables show the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,860 $ — $ — $ 6,860 Money market funds 10,900 — — 10,900 Level 1 Commercial paper 48,490 — ( 17 ) 48,473 Level 2 U.S. government securities 5,958 1 — 5,959 Level 2 Total cash and cash equivalents 72,208 1 ( 17 ) 72,192 Short-term investments: U.S. government securities 48,478 1 ( 8 ) 48,471 Level 2 Total short-term investments 48,478 1 ( 8 ) 48,471 Total assets measured at fair value $ 120,686 $ 2 $ ( 25 ) $ 120,663 December 31, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 5,615 $ — $ — $ 5,615 Money market funds 31,401 — — 31,401 Level 1 Commercial paper 47,135 — ( 15 ) 47,120 Level 2 U.S. government securities 4,991 1 — 4,992 Level 2 Total cash and cash equivalents 89,142 1 ( 15 ) 89,128 Short-term investments: Commercial paper 13,097 — ( 51 ) 13,046 Level 2 U.S. agency securities 9,445 — ( 105 ) 9,340 Level 2 U.S. government securities 56,658 1 ( 515 ) 56,144 Level 2 Total short-term investments 79,200 1 ( 671 ) 78,530 Total assets measured at fair value $ 168,342 $ 2 $ ( 686 ) $ 167,658 |
Loans (Tables)
Loans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Amounts Outstanding | Amounts outstanding under the payment agreements are as follows (in thousands): September 30, 2023 December 31, 2022 Principal $ 436 $ 2,730 Less: unamortized discount ( 33 ) ( 134 ) Total carrying amount 403 2,596 Less: current portion (included in accrued and other current liabilities) ( 403 ) ( 2,218 ) Long-term portion (included in other long-term liabilities) $ — $ 378 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | As of September 30, 2023, the Company’s operating leases had a weighted-average remaining lease term of 10.6 years and a weighted-average discount rate of 10.5 %. The Company’s discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of September 30, 2023 were as follows (in thousands): Amount 2023 (remaining three months) $ 2,013 2024 8,134 2025 8,057 2026 7,230 2027 7,189 2028 and thereafter 48,013 Total future minimum lease payments 80,636 Less: imputed interest ( 33,758 ) Present value of future minimum lease payments 46,878 Less: current portion of operating lease liability ( 7,712 ) Long-term operating lease liabilities $ 39,166 |
Components of Lease Cost | Components of lease cost were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 1,670 $ 2,121 $ 5,262 $ 6,469 Short-term lease cost 51 10 175 47 Variable lease cost 381 357 1,264 1,003 Total lease cost $ 2,102 $ 2,488 $ 6,701 $ 7,519 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Shares of Common Stock Reserved for Issuance | Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows: September 30, 2023 Outstanding stock awards 9,342,816 Reserved for future award grants 3,286,559 Reserved for future ESPP 614,307 Total common stock reserved for stock awards 13,243,682 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized separately below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the nine months ended September 30, 2023 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2022 5,451,132 $ 9.90 5.31 $ 7 Options granted 2,601,500 2.63 Options exercised ( 8 ) 2.44 Options forfeited or expired ( 742,037 ) 9.88 Balance—September 30, 2023 7,310,587 $ 7.31 6.09 $ — Options vested and exercisable as of September 30, 2023 4,237,362 $ 8.90 3.87 $ — |
Summary of Weighted-average Assumptions Used in Determination of Fair Value of Stock Options | The fair value of stock options was estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Expected term (in years) 6.02 - 6.08 5.77 - 6.08 5.50 - 6.08 5.50 - 6.08 Volatility 78.67 - 78.73 % 71.79 - 76.35 % 78.47 - 79.31 % 68.37 - 76.35 % Risk-free interest rate 3.99 - 4.43 % 2.84 - 3.63 % 3.47 - 4.43 % 1.62 - 3.63 % Dividend yield – % – % – % – % |
Summary of Restricted Stock Units Activity | A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2023 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2022 2,621,482 $ 9.33 $ 5,191 RSUs granted 24,500 2.18 RSUs vested ( 508,534 ) 10.36 1,122 RSUs forfeited ( 526,219 ) 8.98 Balance—September 30, 2023 1,611,229 $ 9.00 $ 1,950 |
Stock Based Compensation Expense by Award Type and Function | The following is a summary of stock-based compensation expense by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options $ 1,458 $ 1,849 $ 4,306 $ 6,253 RSUs 1,840 2,432 5,720 6,827 ESPP 184 134 636 566 Total stock-based compensation expense $ 3,482 $ 4,415 $ 10,662 $ 13,646 The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 428 $ 469 $ 1,354 $ 1,372 Research and development 1,212 1,124 3,698 3,784 Selling, general and administrative 1,842 2,822 5,610 8,490 Total stock-based compensation expense $ 3,482 $ 4,415 $ 10,662 $ 13,646 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss $ ( 29,098 ) $ ( 26,492 ) $ ( 81,712 ) $ ( 82,247 ) Weighted-average common shares outstanding—basic and diluted 48,694,324 45,921,411 47,701,369 45,518,334 Net loss per common share—basic and diluted ( 0.60 ) $ ( 0.58 ) $ ( 1.71 ) $ ( 1.81 ) |
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share | The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options to purchase common stock 7,731,587 5,860,728 7,731,587 5,860,728 Unvested RSUs 1,611,229 2,876,751 1,611,229 2,876,751 ESPP 413,450 117,432 413,450 117,432 Total 9,756,266 8,854,911 9,756,266 8,854,911 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Proceeds from sale of stock | $ 2,598 | ||
Aggregate Sales of Common Stock | $ 725 | $ 2,598 | |
Common Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares issued | 429,214 | 1,329,214 | |
ASU 2016-13 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |
At Market Sales Agreement | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 100,000 | ||
Commission percentage of sale proceeds from common stock | 3% | ||
Proceeds from sale of stock | $ 700 | $ 2,600 | |
At Market Sales Agreement | Common Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares issued | 400,000 | 1,300,000 | |
Weighted-average stock price | $ 1.72 | $ 1.99 | |
At Market Sales Agreement | Maximum | Common Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Aggregate Sales of Common Stock | $ 97,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue | Natera Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 43% | 50% | 46% | 38% | |
Revenue | VA MVP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 13% | 16% | 16% | ||
Revenue | Merck & Co., Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 12% | 20% | 12% | ||
Accounts Receivable | Natera Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 40% | 43% | |||
Accounts Receivable | Merck & Co., Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 16% | ||||
Accounts Receivable | GSK plc | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 12% | ||||
Accounts Receivable | Pfizer Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Parenthetical) (Details) - Maximum - Customer | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration risk percentage | 10% |
Revenue | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration risk percentage | 10% |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 18,247 | $ 14,858 | $ 53,806 | $ 48,325 |
Pharma Tests and Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 7,997 | 7,333 | 20,413 | 22,152 |
Enterprise Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 7,812 | 7,383 | 24,656 | 18,390 |
Population Sequencing | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,400 | 8,405 | 7,556 | |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 38 | $ 142 | $ 332 | $ 227 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract liabilities | $ 7.5 | $ 7.5 | $ 1.3 | ||
Contract liability, revenue recognized | 0.5 | $ 0.2 | 0.5 | $ 3.7 | |
Contract with customer unsatisfied services | $ 5.9 | ||||
Revenue performance obligation unsatisfied service, period | unsatisfied services under contracts with an original expected duration of more than one year | ||||
Long-term Liabilities | |||||
Disaggregation Of Revenue [Line Items] | |||||
Contract liabilities | $ 3.8 | $ 3.8 | |||
Customer Concentration Risk | Revenues | Maximum | Significant Customers | Outside of United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 7% | 6% | 9% | 10% |
Revenue - Additional Informat_2
Revenue - Additional Information (Details 1) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 2.1 |
Remaining performance obligation, expected time of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 3.8 |
Remaining performance obligation, expected time of satisfaction | 12 months |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventory and Other Deferred Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory And Other Deferred Costs [Abstract] | ||
Raw materials | $ 5,127 | $ 6,384 |
Other deferred costs | 3,098 | 2,207 |
Total inventory and other deferred costs | $ 8,225 | $ 8,591 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Statement [Abstract] | |||||
Depreciation and amortization expense | $ 2,800 | $ 1,900 | $ 8,389 | $ 5,476 | |
Accumulated depreciation and amortization | 35,100 | 35,100 | $ 26,900 | ||
Restricted cash, included in other long-term assets | $ 1,790 | $ 1,790 | $ 1,790 | $ 1,790 | $ 1,800 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 8,770 | $ 9,008 |
Operating lease liabilities | $ 7,712 | $ 5,391 |
Operating Lease Liability Current Statement Of Financial Position Extensible List | Accounts payable | Accounts payable |
Loans—current portion (Note 6) | $ 403 | $ 2,218 |
Accrued liabilities | 1,975 | 1,700 |
Employee ESPP contributions | 846 | 543 |
Accrued taxes | 93 | 123 |
Customer deposits | 22 | 30 |
Total accrued and other current liabilities | $ 19,821 | $ 19,013 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Assets | |||
Cash and cash equivalents, Adjusted Cost | $ 72,192 | $ 89,128 | $ 83,522 |
Fair Value Measurements Recurring | |||
Assets | |||
Assets, Adjusted Cost | 120,686 | 168,342 | |
Assets, Unrealized Gains | 2 | 2 | |
Assets, Unrealized Losses | (25) | (686) | |
Assets, Fair Value | 120,663 | 167,658 | |
Cash and cash equivalents, Adjusted Cost | 72,208 | 89,142 | |
Cash and cash equivalents, Unrealized Gains | 1 | 1 | |
Cash and cash equivalents, Unrealized Losses | (17) | (15) | |
Cash and cash equivalents, Fair Value | 72,192 | 89,128 | |
Fair Value Measurements Recurring | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 48,478 | 79,200 | |
Investments, Unrealized Gains | 1 | 1 | |
Investments, Unrealized Losses | (8) | (671) | |
Investments, Fair Value | 48,471 | 78,530 | |
Fair Value Measurements Recurring | Cash | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 6,860 | 5,615 | |
Cash and cash equivalents, Fair Value | 6,860 | 5,615 | |
Fair Value Measurements Recurring | Money Market Funds | Level 1 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 10,900 | 31,401 | |
Cash and cash equivalents, Fair Value | 10,900 | 31,401 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 48,490 | 47,135 | |
Cash and cash equivalents, Unrealized Losses | (17) | (15) | |
Cash and cash equivalents, Fair Value | 48,473 | 47,120 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 13,097 | ||
Investments, Unrealized Losses | (51) | ||
Investments, Fair Value | 13,046 | ||
Fair Value Measurements Recurring | U.S. Agency Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 9,445 | ||
Investments, Unrealized Losses | (105) | ||
Investments, Fair Value | 9,340 | ||
Fair Value Measurements Recurring | U.S. Government Securities | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 5,958 | 4,991 | |
Cash and cash equivalents, Unrealized Gains | 1 | 1 | |
Cash and cash equivalents, Fair Value | 5,959 | 4,992 | |
Fair Value Measurements Recurring | U.S. Government Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 48,478 | 56,658 | |
Investments, Unrealized Gains | 1 | 1 | |
Investments, Unrealized Losses | (8) | (515) | |
Investments, Fair Value | $ 48,471 | $ 56,144 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Sep. 30, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Unrealized loss position for 12 months or greater on security | $ 0 |
Loans - Additional Information
Loans - Additional Information (Details) - Payment Agreement with Financing Entity | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2022 USD ($) Payment | Apr. 30, 2021 USD ($) Payment | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 436,000 | $ 436,000 | $ 2,730,000 | ||||
Maximum | |||||||
Debt Disclosure [Line Items] | |||||||
Interest expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||
Software | |||||||
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 1,300,000 | $ 2,400,000 | |||||
Number of equal payments | Payment | 3 | 3 | |||||
Noninterest bearing rate | 0% | ||||||
Imputed interest rate | 9% | 7% | |||||
Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 3,100,000 | ||||||
Number of equal payments | Payment | 3 | ||||||
May 2021 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 800,000 | ||||||
May 2022 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 800,000 | ||||||
May 2023 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 800,000 | ||||||
July 2021 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 1,000,000 | ||||||
June 2022 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 1,000,000 | ||||||
June 2023 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 1,000,000 | ||||||
September 2022 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 400,000 | ||||||
September 2023 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 400,000 | ||||||
September 2024 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 400,000 |
Loans - Schedule of Amounts Out
Loans - Schedule of Amounts Outstanding (Details) - Payment Agreement with Financing Entity - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Principal | $ 436 | $ 2,730 |
Less: unamortized discount | (33) | (134) |
Total carrying amount | 403 | 2,596 |
Less: current portion (included in accrued and other current liabilities) | $ (403) | (2,218) |
Long-term portion (included in other long-term liabilities) | $ 378 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) ft² | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Lessee Lease Description [Line Items] | |||||
Area of office space | ft² | 31,280 | 31,280 | 14,710 | ||
Lease expiration month and year | 2027-11 | 2022-12 | |||
Operating lease, existence of option to extend | false | ||||
Operating lease, option to extend | not extended | ||||
Noncash lease impairment expense | $ 5,565 | $ 5,565 | |||
Operating lease terminate cost | $ 0 | ||||
Remaining Lease Liability And Derecognized Of Operating Lease Liabilities And Right-of-use Assets | $ 600 | ||||
Operating leases, weighted-average remaining lease term | 10 years 7 months 6 days | 10 years 7 months 6 days | |||
Operating leases, weighted-average discount rate | 10.50% | 10.50% | |||
Cash paid for operating lease liabilities | $ 4,000 | $ 3,300 | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,300 | $ 3,100 | |||
Operating lease right-of-use assets | $ 18,167 | 18,167 | $ 26,480 | ||
Menlo Park facility | |||||
Lessee Lease Description [Line Items] | |||||
Noncash lease impairment expense | 5,600 | ||||
Operating lease right-of-use assets | 6,700 | $ 6,700 | |||
Lease impairment, wrote it down to estimated fair value | $ 1,100 | ||||
Minimum | |||||
Lessee Lease Description [Line Items] | |||||
Lease Expiration Year | 2025 | ||||
Maximum | |||||
Lessee Lease Description [Line Items] | |||||
Lease Expiration Year | 2026 | ||||
Laboratory Operations and its New Corporate Headquarters | |||||
Lessee Lease Description [Line Items] | |||||
Area of office space | ft² | 100,000 | ||||
Lease expiration month and year | 2036-03 | ||||
Operating lease, existence of option to extend | true | ||||
Operating lease, option to extend | two options to extend the term for a period of five-years | ||||
Operating lease option to extend term | 5 years | ||||
Lease term | 13 years 6 months | ||||
Operating lease landlord agreed to contribution amount, approximate | $ 15,100 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining six months) | $ 2,013 | |
2024 | 8,134 | |
2025 | 8,057 | |
2026 | 7,230 | |
2027 | 7,189 | |
2028 and thereafter | 48,013 | |
Total future minimum lease payments | 80,636 | |
Less: imputed interest | (33,758) | |
Present value of future minimum lease payments | 46,878 | |
Less: current portion of operating lease liability | (7,712) | $ (5,391) |
Long-term operating lease liabilities | $ 39,166 | $ 41,041 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease cost | ||||
Operating lease cost | $ 1,670 | $ 2,121 | $ 5,262 | $ 6,469 |
Short-term lease cost | 51 | 10 | 175 | 47 |
Variable lease cost | 381 | 357 | 1,264 | 1,003 |
Total lease cost | $ 2,102 | $ 2,488 | $ 6,701 | $ 7,519 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Shares of Common Stock Reserved for Issuance (Details) | Sep. 30, 2023 shares |
Share-Based Payment Arrangement [Abstract] | |
Outstanding stock awards | 9,342,816 |
Reserved for future award grants | 3,286,559 |
Reserved for future ESPP | 614,307 |
Total common stock reserved for stock awards | 13,243,682 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2011 Plan, 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options, Number of Shares, Beginning Balance | 5,451,132 | |
Outstanding Options, Number of Shares, granted | 2,601,500 | |
Outstanding Options, Number of Shares, exercised | (8) | |
Outstanding Options, Number of Shares, forfeited or expired | (742,037) | |
Outstanding Options, Number of Shares, Ending Balance | 7,310,587 | 5,451,132 |
Options vested and exercisable, Number of Shares | 4,237,362 | |
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance | $ 9.90 | |
Outstanding Options, Weighted-Average Exercise Price, granted | 2.63 | |
Outstanding Options, Weighted-Average Exercise Price, exercised | 2.44 | |
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired | 9.88 | |
Outstanding Options, Weighted-Average Exercise Price, Ending Balance | 7.31 | $ 9.90 |
Options vested and exercisable, Weighted-Average Exercise Price | $ 8.90 | |
Outstanding Options, Weighted-Average Remaining Contractual Term (in years) | 6 years 1 month 2 days | 5 years 3 months 21 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 3 years 10 months 13 days | |
Outstanding Options, Aggregate Intrinsic Value | $ 7 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average grant date fair value of options granted | $ 1.33 | $ 3.5 | $ 1.82 | $ 3.6 |
Unrecognized stock-based compensation cost of unvested options | $ 8.7 | $ 8.7 | ||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 2 years 2 months 12 days | |||
2019 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares purchased | 468,643 | 204,775 | ||
Performance-Based Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based stock option activity, number of shares | 421,000 | 421,000 | ||
Performance-based stock option activity, exercise price | $ 5.10 | $ 5.10 | ||
Performance-based stock option activity, remaining contractual term | 3 months | |||
Performance-based stock option activity, Fully vested and exercisable intrinsic value | $ 0 | $ 0 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 2 years 1 month 6 days | |||
Unrecognized stock-based compensation cost of unvested RSUs | $ 11.5 | $ 11.5 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Weighted-average Assumptions Used in Determination of Fair Value of Service-Based Stock Options and Stock Purchase Rights Granted under ESPP (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility, minimum | 78.67% | 71.79% | 78.47% | 68.37% |
Volatility, maximum | 78.73% | 76.35% | 79.31% | 76.35% |
Risk-free interest rate, minimum | 3.99% | 2.84% | 3.47% | 1.62% |
Risk-free interest rate, maximum | 4.43% | 3.63% | 4.43% | 3.63% |
Dividend yield | 0% | 0% | 0% | 0% |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 7 days | 5 years 9 months 7 days | 5 years 6 months | 5 years 6 months |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested Restricted Stock Units, Number of Shares, Beginning Balance | 2,621,482 | |
Unvested Restricted Stock Units, Number of Shares, granted | 24,500 | |
Unvested Restricted Stock Units, Number of Shares, vested | (508,534) | |
Unvested Restricted Stock Units, Number of Shares, forfeited | (526,219) | |
Unvested Restricted Stock Units, Number of Shares, Ending Balance | 1,611,229 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Beginning Balance | $ 9.33 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, granted | 2.18 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, vested | 10.36 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, forfeited | 8.98 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Ending Balance | $ 9 | |
Unvested Restricted Stock Units, Aggregate Fair Value | $ 1,950 | $ 5,191 |
Restricted Stock Units, Aggregate Fair Value, vested | $ 1,122 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,482 | $ 4,415 | $ 10,662 | $ 13,646 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,458 | 1,849 | 4,306 | 6,253 |
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,840 | 2,432 | 5,720 | 6,827 |
ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 184 | $ 134 | $ 636 | $ 566 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,482 | $ 4,415 | $ 10,662 | $ 13,646 |
Costs of revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 428 | 469 | 1,354 | 1,372 |
Research and development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,212 | 1,124 | 3,698 | 3,784 |
Selling, general, and administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,842 | $ 2,822 | $ 5,610 | $ 8,490 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (29,098) | $ (26,492) | $ (81,712) | $ (82,247) |
Weighted-average common shares outstanding-basic | 48,694,324 | 45,921,411 | 47,701,369 | 45,518,334 |
Weighted-average common shares outstanding-diluted | 48,694,324 | 45,921,411 | 47,701,369 | 45,518,334 |
Net loss per common share-basic | $ (0.6) | $ (0.58) | $ (1.71) | $ (1.81) |
Net loss per common share-diluted | $ (0.6) | $ (0.58) | $ (1.71) | $ (1.81) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Common Share - Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 9,756,266 | 8,854,911 | 9,756,266 | 8,854,911 |
Options To Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 7,731,587 | 5,860,728 | 7,731,587 | 5,860,728 |
Unvested RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 1,611,229 | 2,876,751 | 1,611,229 | 2,876,751 |
ESPP | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 413,450 | 117,432 | 413,450 | 117,432 |
Restructuring and Other Charg_2
Restructuring and Other Charges - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2023 USD ($) Employees | Jun. 30, 2023 USD ($) Employees | Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses recognized | $ 4,037 | ||
Number of employees affected in workforce reduction | Employees | 100 | ||
Noncash charges, disposals of fixed assets and impairment of other assets | $ 600 | ||
One-time Employee Termination Benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses recognized | $ 3,100 | ||
CHINA | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses recognized | $ 900 | ||
Number of employees eligible for separation pay | Employees | 12 | ||
CHINA | One-time Employee Termination Benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses recognized | $ 300 |