Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 90,600,000 | ||
Entity Common Stock, Shares Outstanding | 50,503,889 | ||
Entity Current Reporting Status | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Location | San Jose, California | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Trading Symbol | PSNL | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | Portions of the Registrant's definitive proxy statement relating to its 2024 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
DELOITTE & TOUCHE LLP | |||
Document Information [Line Items] | |||
Auditor Firm ID | 34 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Austin, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 56,984 | $ 89,128 |
Short-term investments | 57,195 | 78,530 |
Accounts receivable, net | 17,730 | 16,642 |
Inventory and other deferred costs | 10,474 | 8,591 |
Prepaid expenses and other current assets | 4,361 | 6,808 |
Total current assets | 146,744 | 199,699 |
Property and equipment, net | 57,366 | 61,935 |
Operating lease right-of-use assets | 17,852 | 26,480 |
Other long-term assets | 3,137 | 4,586 |
Total assets | 225,099 | 292,700 |
Current liabilities | ||
Accounts payable | 14,920 | 12,854 |
Accrued and other current liabilities | 23,941 | 19,013 |
Contract liabilities | 3,288 | 1,264 |
Short-term warrant liability | 5,085 | |
Total current liabilities | 47,234 | 33,131 |
Long-term operating lease liabilities | 38,321 | 41,041 |
Long-term warrant liability | 4,942 | |
Other long-term liabilities | 5,161 | 389 |
Total liabilities | 95,658 | 74,561 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value - 200,000,000 shares authorized; 50,480,694 and 46,707,084 shares issued and outstanding, respectively | 5 | 5 |
Additional paid-in capital | 598,364 | 579,456 |
Accumulated other comprehensive loss | (222) | (912) |
Accumulated deficit | (468,706) | (360,410) |
Total stockholders’ equity | 129,441 | 218,139 |
Total liabilities and stockholders’ equity | $ 225,099 | $ 292,700 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 50,480,694 | 46,707,084 |
Common stock, shares, outstanding | 50,480,694 | 46,707,084 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 73,481 | $ 65,047 | $ 85,494 |
Costs and expenses | |||
Cost of revenue | 55,273 | 51,697 | 53,837 |
Research and development | 64,776 | 64,912 | 49,312 |
Selling, general and administrative | 49,726 | 63,969 | 47,698 |
Lease impairment | 5,565 | ||
Restructuring and other charges | 8,077 | ||
Total costs and expenses | 183,417 | 180,578 | 150,847 |
Loss from operations | (109,936) | (115,531) | (65,353) |
Interest income | 5,901 | 2,396 | 367 |
Interest expense | (110) | (201) | (184) |
Other income (expense), net | (4,068) | 61 | (42) |
Loss before income taxes | (108,213) | (113,275) | (65,212) |
Provision for income taxes | 83 | 40 | 14 |
Net loss | $ (108,296) | $ (113,315) | $ (65,226) |
Net loss per share, basic | $ (2.25) | $ (2.48) | $ (1.49) |
Net loss per share, diluted | $ (2.25) | $ (2.48) | $ (1.49) |
Weighted-average shares outstanding, basic | 48,175,201 | 45,704,805 | 43,886,730 |
Weighted-average shares outstanding, diluted | 48,175,201 | 45,704,805 | 43,886,730 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (108,296) | $ (113,315) | $ (65,226) |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustment | 19 | (277) | 49 |
Change in unrealized gain (loss) on available-for-sale debt securities | 671 | (469) | (237) |
Comprehensive loss | $ (107,606) | $ (114,061) | $ (65,414) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 194,945 | $ 4 | $ 376,788 | $ 22 | $ (181,869) |
Beginning balance, shares at Dec. 31, 2020 | 39,105,548 | ||||
Proceeds from follow-on offering, net of offering costs / under ATM facility, net of commissions | 161,916 | 161,916 | |||
Proceeds from follow-on offering, net of offering costs / under ATM facility, net of commissions, shares | 4,542,500 | ||||
Proceeds from exercise of stock options | 2,096 | 2,096 | |||
Proceeds from exercise of stock options, shares | 862,056 | ||||
Proceeds from ESPP | 2,380 | 2,380 | |||
Proceeds from ESPP, shares | 128,289 | ||||
Restricted stock units vested, shares | 266,119 | ||||
Stock-based compensation | 14,378 | 14,378 | |||
Foreign currency translation adjustment | 49 | 49 | |||
Unrealized gain (loss) on available-for-sale debt securities | (237) | (237) | |||
Net loss | (65,226) | (65,226) | |||
Ending balance at Dec. 31, 2021 | 310,301 | $ 4 | 557,558 | (166) | (247,095) |
Ending balance, shares at Dec. 31, 2021 | 44,904,512 | ||||
Proceeds from exercise of stock options | 1,011 | $ 1 | 1,010 | ||
Proceeds from exercise of stock options, shares | 488,187 | ||||
Proceeds from ESPP | 1,455 | 1,455 | |||
Proceeds from ESPP, shares | 416,514 | ||||
Restricted stock units vested, shares | 897,871 | ||||
Stock-based compensation | 19,433 | 19,433 | |||
Foreign currency translation adjustment | (277) | (277) | |||
Unrealized gain (loss) on available-for-sale debt securities | (469) | (469) | |||
Net loss | (113,315) | (113,315) | |||
Ending balance at Dec. 31, 2022 | 218,139 | $ 5 | 579,456 | (912) | (360,410) |
Ending balance, shares at Dec. 31, 2022 | 46,707,084 | ||||
Proceeds from follow-on offering, net of offering costs / under ATM facility, net of commissions | 3,513 | 3,513 | |||
Proceeds from follow-on offering, net of offering costs / under ATM facility, net of commissions, shares | 1,935,214 | ||||
Proceeds from exercise of stock options, shares | 8 | ||||
Proceeds from ESPP | 1,344 | 1,344 | |||
Proceeds from ESPP, shares | 999,194 | ||||
Restricted stock units vested, shares | 839,194 | ||||
Stock-based compensation | 14,051 | 14,051 | |||
Foreign currency translation adjustment | 19 | 19 | |||
Unrealized gain (loss) on available-for-sale debt securities | 671 | 671 | |||
Net loss | (108,296) | (108,296) | |||
Ending balance at Dec. 31, 2023 | $ 129,441 | $ 5 | $ 598,364 | $ (222) | $ (468,706) |
Ending balance, shares at Dec. 31, 2023 | 50,480,694 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (108,296) | $ (113,315) | $ (65,226) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Stock-based compensation expense | 14,051 | 19,433 | 14,378 |
Depreciation and amortization | 11,296 | 8,432 | 6,014 |
Noncash operating lease cost | 1,859 | 4,446 | 2,950 |
Amortization of premium (discount) on short-term investments | (2,000) | 57 | 2,031 |
Noncash restructuring and other charges | 3,605 | ||
Noncash lease impairment expense | 5,565 | ||
Other | 153 | 103 | 169 |
Changes in operating assets and liabilities | |||
Accounts receivable | (1,088) | 1,825 | (12,118) |
Inventory and other deferred costs | (1,934) | (2,982) | 29 |
Prepaid expenses and other assets | 3,748 | 484 | (2,658) |
Accounts payable | 5,178 | 3,089 | (1,457) |
Accrued and other current liabilities | 742 | (1,479) | 3,365 |
Contract liabilities | 5,952 | (2,718) | (17,052) |
Operating lease liabilities | 894 | 12,811 | (962) |
Other long-term liabilities | (10) | (419) | (291) |
Net cash used in operating activities | (56,258) | (70,233) | (70,828) |
Cash flows from investing activities: | |||
Purchases of available-for-sale debt securities | (103,945) | (121,490) | (267,128) |
Proceeds from maturities of available-for-sale debt securities | 127,955 | 223,923 | 213,083 |
Proceeds from sales of available-for-sale debt securities | 5,059 | ||
Purchases of property and equipment | (10,911) | (49,896) | (11,083) |
Net cash provided by (used in) investing activities | 13,099 | 52,537 | (60,069) |
Cash flows from financing activities: | |||
Proceeds from public offerings, net of underwriting discounts and commissions | 162,258 | ||
Payments of costs related to public offerings | (342) | ||
Proceeds from sales of common stock under ATM facility, net of commissions | 3,513 | ||
Proceeds from loans | 3,438 | 1,194 | 5,167 |
Repayments of loans | (3,264) | (2,293) | (1,857) |
Proceeds from exercise of equity awards | 1,344 | 2,465 | 4,474 |
Net cash provided by financing activities | 11,031 | 1,366 | 169,700 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (16) | (127) | 47 |
Net change in cash, cash equivalents and restricted cash | (32,144) | (16,457) | 38,850 |
Cash, cash equivalents and restricted cash, beginning of period | 90,918 | 107,375 | 68,525 |
Cash, cash equivalents and restricted cash, end of period | 58,774 | 90,918 | 107,375 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | |||
Cash and cash equivalents | 56,984 | 89,128 | 105,585 |
Restricted cash, included in other long-term assets | 1,790 | 1,790 | 1,790 |
Total cash, cash equivalents and restricted cash | 58,774 | 90,918 | 107,375 |
Supplemental cash flow information: | |||
Cash paid for income taxes, net of refunds | 64 | 47 | 39 |
Acquisition of property and equipment included in accounts payable and accrued liabilities | 104 | $ 3,917 | $ 3,006 |
Tempus Warrants | |||
Adjustments to reconcile net loss to net cash used in operating activities | |||
Noncash charges related to liability | 4,027 | ||
Cash flows from financing activities: | |||
Proceeds from issuance of Warrants | $ 6,000 |
Company and Nature of Business
Company and Nature of Business | 12 Months Ended |
Dec. 31, 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" or "Personalis") develops and markets advanced genomic tests and analytics for precision oncology and personalized testing. The Company also provides sequencing and data analysis services to support population sequencing initiatives. Genomic tests are sold primarily to pharmaceutical companies, biopharmaceutical companies, diagnostics companies, 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 is expanding its business model to offer genomic tests directly to cancer patients in a clinical setting. However, revenue generated from clinical customers was not significant for any periods presented in these consolidated financial statements. 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 completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024. Refer to Note 9 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Ac counting Policies Basis of Presentation The 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 (“SEC”) regarding annual reporting. The 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. 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 common stock warrants, 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. Follow-On and At-the-Market Equity Offerings In January 2021, the Company completed a follow-on equity offering in which it issued and sold 4,542,500 shares of its common stock at a public offering price of $ 38.00 per share. The Company received net proceeds of $ 162.3 million after deducting underwriting discounts and commissions. 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 from time to time through BTIG as its sales agent. The Sales Agreement initially capped the amount of common stock that could be sold under the Sales Agreement to $ 100.0 million. In December 2023, the Sales Agreement was amended to, among other things, remove the maximum dollar amount of common stock that can be sold under the Sales Agreement. 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 BTIC under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. During 2023, the Company issued and sold 1,935,214 shares of its common stock at a weighted-average price of $ 1.85 per share under the Sales Agreement and received $ 3.5 million in proceeds, net of commissions. 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 routinely assesses the creditworthiness of its customers 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 Year Ended December 31, December 31, 2023 2022 2021 2023 2022 Natera, Inc. 43 % 41 % 10 % 36 % 43 % VA MVP 13 % 13 % 53 % * * Merck & Co., Inc. * 11 % * * * GSK plc * * * * 12 % Pfizer Inc. * * * * 10 % * Less than 10 % of revenue or accounts receivable Revenue Recognition The Company applies the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). The Company derives revenue from the sale of sequencing and data analysis services. Contracts are in the form of a combination of signed agreements, statements of work, and/or purchase orders. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it will be entitled. The sequencing and data analysis services are the only distinct services that meet the definition of a performance obligation and are accounted for as one performance obligation under Topic 606. Revenue is recognized at a point in time when test results are transferred to the customer. The Company has elected to exclude all sales and value added taxes from the measurement of the transaction price. Standard payment terms are typically 90 days or less from the invoice date, but may vary. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does not exist in any of its arrangements. The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing services and to provide payment protection for the Company. Practical Expedients and Exemptions As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset the Company otherwise would have recognized is one year or less. Sales commissions are recorded within selling, general and administrative expenses in the consolidated statements of operations. Cost of Revenue Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs. Research and Development Expenses The Company charges research and development costs to expenses as incurred, including lab and automation development costs. The expenses primarily consist of personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits); laboratory supplies and consumables; costs of processing samples for research, product development, collaborations, and studies; depreciation and maintenance on equipment; and allocated facilities and IT costs. Stock-Based Compensation For options granted to employees, non-employees, and directors, stock-based compensation is measured at grant date based on the fair value of the award. The Company determines the grant-date fair value of options using the Black-Scholes option-pricing model, except for certain performance-based awards for which an alternative valuation method may be used. The Company determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant. Grant-date fair value of awards is amortized over the employees’ requisite service period on a straight-line basis, or the non-employees’ vesting period as the goods are received or services rendered. Forfeitures are accounted for as they occur. Additionally, the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) is deemed to be a compensatory plan and therefore is included in stock-based compensation expense. Inputs used in Black-Scholes option-pricing models to measure fair value of options are summarized as follows: Expected Term. The expected term is calculated using the simplified method, which is available if there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The midpoint of the vesting date and the contractual expiration date is used as the expected term under this method. For awards with multiple vesting tranches, the assumed period for each tranche is computed separately and then averaged together to determine the expected term for the award. Expected Volatility. The Company used an average historical stock price volatility of a peer group of publicly traded companies to be representative of its expected future stock price volatility, as sufficient trading history for the Company's common stock does not yet exist. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of a stock award. Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, estimated dividend yield is zero . Foreign Currency Translation The Company considers the functional currencies of its foreign subsidiaries to be the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate as of the balance sheet date, and costs and expenses are translated at average exchange rates in effect during the period. Equity transactions are translated using historical exchange rates. The effects of foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets. Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) during the period from nonowner sources. Comprehensive loss consists of net loss, cumulative translation adjustments, and unrealized gains or losses on available-for-sale debt securities. Income Taxes The Company uses the asset and liability method under ASC Topic 740, Income Taxes, in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expenses or benefits are the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC Topic 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon audit, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within the related liability line in the consolidated balance sheets. Undistributed earnings of foreign subsidiaries are assumed to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. Cash equivalents also include commercial paper and U.S. Treasury bills, which are marketable debt securities recorded at fair value and accounted for in the same manner as other marketable debt securities described below. Short-term Investments Investments in marketable debt securities are classified as available-for-sale and recorded at fair value. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are also classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Short-term investments primarily consist of U.S. Treasury notes, U.S. Treasury bills, commercial paper, and U.S. government agency bonds. Any discount or premium arising at purchase is accreted or amortized to interest income or expense. Unrealized gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are reported in other income (expense), net. When securities are sold, any associated unrealized gain or loss initially recorded as a separate component of stockholders’ equity is reclassified out of stockholders’ equity on a specific-identification basis and recorded in earnings for the period. If an available-for-sale debt security's fair value is less than its amortized cost basis, the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques used to measure fair value is briefly summarized as follows: Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • Quoted prices for similar assets and liabilities in active markets. • Quoted prices for identical or similar assets or liabilities in markets that are not active. • Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals). • Inputs that are derived principally from or are corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Accounts Receivable, Net Trade accounts receivable are recorded at the invoiced amount and are noninterest bearing. The Company maintains an allowance for credit losses, consisting of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience and review of their current credit quality. Expected credit losses are recorded as selling, general and administrative expenses in the consolidated statements of operations. Inventory and Other Deferred Costs Inventory consists of raw materials and supplies used to fulfill customer contracts and the Company's research and development activities, and is valued at the lower of cost or net realizable value. Cost is determined using actual costs, on a first-in, first-out basis. Other deferred costs relate to materials consumed and work performed on customer orders that have yet to be completed and recognized as revenue and cost of revenue. Other deferred costs are also comprised of direct labor and overhead costs incurred. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which is generally three to five years for computer equipment, two years for software, three years for furniture and equipment, and five years for machinery and equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet, and the resulting gain or loss is reflected in the consolidated statements of operations. Maintenance and repairs that are not considered improvements and do not extend the useful lives of the assets are charged to expense as incurred. Construction-in-process assets consist primarily of laboratory equipment and computer equipment that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once the assets are placed into service, assets are reclassified to the appropriate asset class based on their nature and depreciated in accordance with the useful lives above. Leases The Company categorizes leases with contractual terms longer than 12 months as either operating or finance leases. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. As of December 31, 2023, the Company had no finance leases. Certain lease contracts include obligations to pay for other services, such as maintenance. The Company elected to account for these other services as a component of the lease (i.e., the Company elected the practical expedient not to separate lease and non-lease components). Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate at the lease commencement date, adjusted for various factors including level of collateralization and term (the “incremental borrowing rate”), unless the rate implicit in the lease is readily determinable. The current portion of lease liabilities is included in “Accrued and other current liabilities.” Lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments. Lease assets are presented as “Operating lease right-of-use assets” as a long-term asset. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from leases with a term of 12 months or less. Fixed lease payments are recognized as an expense on a straight-line basis over the lease term. Variable lease costs are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company has also elected to include expenses related to leases with a term of one month or less in the short-term lease cost disclosure. Warrant Liability Changes in fair value of liability classified warrants are recognized within "Other income (expense), net" in the consolidated statements of operations. Warrant liabilities are classified as short-term or long-term based on their remaining contractual periods. Cash proceeds in connection with the issuance of warrants for the Company's common stock are presented as financing activities in the consolidated statements of cash flows. 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 consolidated financial statements. New Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance will be effective for the Company's annual period ending December 31, 2025. The Company is currently evaluating the impact of the new guidance on its income tax disclosures. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Rev enue 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. Contracts typically contemplate a single project and involve a range of tests and analytics to fulfill the requirements of each particular project. • Enterprise sales includes sales of tumor profiling and diagnostic tests directly to another business 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 perform 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, which was insignificant for periods presented. The following table presents revenue disaggregated by customer type (in thousands): Year Ended December 31, 2023 2022 2021 Pharma tests and services $ 31,904 $ 29,552 $ 30,282 Enterprise sales 31,729 26,641 8,774 Population sequencing 9,412 8,443 45,671 Other 436 411 767 Total revenue $ 73,481 $ 65,047 $ 85,494 Revenue from countries outside of the United States, based on the billing addresses of customers, represented 10 %, 9 %, and 8 % of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Contract Assets and Liabilities The opening and closing balances of receivables and contract liabilities from contracts with customers are shown below (in thousands). Contract assets were immaterial for all periods presented. December 31, 2023 2022 Opening balances: Accounts receivable, net $ 16,642 $ 18,468 Short-term contract liabilities $ 1,264 $ 3,982 Long-term contract liabilities (included in other long-term liabilities) — — Total contract liabilities 1,264 3,982 Closing balances: Accounts receivable, net $ 17,730 $ 16,642 Short-term contract liabilities $ 3,288 $ 1,264 Long-term contract liabilities (included in other long-term liabilities) 3,928 — Total contract liabilities 7,216 1,264 Amounts collected in advance of services being provided are deferred as contract liabilities in the consolidated balance sheets. The associated revenue is recognized, and the contract liability is reduced, as the services are subsequently performed. As of December 31, 2023, amounts related to unfulfilled services under contracts with an original expected duration of more than one year was $ 5.7 million. The Company expects to recognize approximately $ 1.8 million of this amount in the next 12 months, and the remaining $ 3.9 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 $ 0.4 million, $ 3.5 million, and $ 19.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 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): December 31, 2023 2022 Raw materials $ 5,661 $ 6,384 Other deferred costs 4,813 2,207 Total inventory and other deferred costs $ 10,474 $ 8,591 Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Machinery and equipment $ 27,809 $ 21,537 Computer equipment 17,923 17,803 Computer software 2,961 3,010 Furniture and fixtures 2,045 2,152 Construction in progress 3,485 3,989 Leasehold improvements 40,811 40,370 Total 95,034 88,861 Less: accumulated depreciation and amortization ( 37,668 ) ( 26,926 ) Property and equipment, net $ 57,366 $ 61,935 Depreciation and amortization expense for the years ended December 31, 2023, 2022, and 2021 was $ 11.3 million, $ 8.4 million, and $ 6.0 million, 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 December 31, 2023 and 2022, and is included in other long-term assets. Accrued and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Accrued compensation $ 12,816 $ 9,008 Operating lease liabilities 7,761 5,391 Loans—current portion (Note 6) 1,646 2,218 Accrued liabilities 858 1,700 Employee ESPP contributions 311 543 Customer deposits 512 30 Accrued taxes 37 123 Total accrued and other current liabilities $ 23,941 $ 19,013 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The following tables show financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used in such measurements as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 3,649 $ — $ — $ 3,649 Money market funds 14,968 — — 14,968 Level 1 Commercial paper 34,416 — ( 18 ) 34,398 Level 2 U.S. agency securities 1,985 1 — 1,986 Level 2 U.S. government securities 1,983 — — 1,983 Level 2 Total cash and cash equivalents 57,001 1 ( 18 ) 56,984 Short-term investments: Commercial paper 495 — — 495 Level 2 U.S. agency securities 1,976 — — 1,976 Level 2 U.S. government securities 54,720 7 ( 3 ) 54,724 Level 2 Total short-term investments 57,191 7 ( 3 ) 57,195 Total assets measured at fair value $ 114,192 $ 8 $ ( 21 ) $ 114,179 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 Marketable debt securities at December 31, 2023 have maturities due in less than 12 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. Tempus Warrants The Black-Scholes option-pricing model was used to estimate fair value of the warrants issued to Tempus AI, Inc. (formerly known as Tempus Labs, Inc., and referred to herein as "Tempus") at the date of issuance, November 28, 2023, and at each subsequent balance sheet date. Assumptions used are listed below, which are Level 3 fair value inputs. Expected term is equal to the remaining contractual periods of each of the two warrants. Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants. The risk-free interest rate was based on the U.S. Treasury yield curve over the expected term of the warrants. Refer to Note 8 for further information about the warrants issued to Tempus. As of November 28, 2023 As of December 31, 2023 Expected term (in years) 1.09 - 2.09 1.00 - 2.00 Volatility 99.04 - 105.44 % 102.55 - 108.46 % Risk-free interest rate 4.73 - 5.21 % 4.23 - 4.79 % Dividend yield – % – % Total fair value of Tempus Warrants (in thousands) $ 6,942 $ 10,027 The following table sets forth a summary of the changes in fair value of the Company's Level 3 financial instruments (in thousands): Warrant Balance — December 31, 2022 $ — Initial fair value of warrant liabilities upon issuance 6,942 Change in fair value 3,085 Balance — December 31, 2023 $ 10,027 |
Loans
Loans | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans | Note 6. L oans Amounts outstanding under loans are as follows (in thousands): December 31, 2023 2022 Principal $ 2,904 $ 2,730 Less: unamortized discount ( 24 ) ( 134 ) Total carrying amount 2,880 2,596 Less: current portion (included in accrued and other current liabilities) ( 1,646 ) ( 2,218 ) Long-term portion (included in other long-term liabilities) $ 1,234 $ 378 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 repaid the financed amount in three equal payments of $ 0.8 million in May 2021, May 2022, and May 2023. The payment agreement was 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 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. The total initial present value of the payment agreements was $ 6.4 million and presented as proceeds from loans in the financing activities section of the consolidated statements of cash flows. Such proceeds were used to purchase equipment, software, and related maintenance and are reflected as cash outflows in the investing and operating activities sections. Repayments are presented as financing cash outflows. Interest expense was $ 0.1 million for the year ended December 31, 2023 and $ 0.2 million for each of the years ended December 31, 2022 and 2021. Lab Equipment Loan In November 2023, the Company purchased lab equipment from one of its main vendors for $ 3.4 million. Extended payment terms were provided to the Company through a financial solutions partner of the vendor. Terms included a 30 % down payment and 24 equal monthly payments for the remaining balance, with such monthly payments commencing in January 2024, and no interest or financing charges. Title for the lab equipment transferred immediately upon delivery to the Company. The financial solutions partner retains a security interest until payoff is complete at the end of 2025. The purchase price for the lab equipment was equal to the cash price and thus the impact of imputing interest would have been de minimis. The total financed amount of $ 3.4 million is presented as proceeds from loans in the financing activities section of the consolidated statements of cash flows. Such amounts were used to purchase lab equipment and are reflected as cash outflows in the investing activities section. Repayments, including both the down payment and future monthly payments, are presented as financing cash outflows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 7. Le ases 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 is actively marketing the vacated Menlo Park space for sublease. 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 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 2023. The early termination did not result in any material penalties or charges in the Company's consolidated statements of operations. Separately, the Company also has various other short-term leases. As of December 31, 2023, operating leases had a weighted-average remaining lease term of 10.4 years and a weighted-average discount rate of 10.5 %. Discount rates are based on estimates of the Company's incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of December 31, 2023 were as follows (in thousands): Amount 2024 $ 8,134 2025 8,057 2026 7,230 2027 7,189 2028 5,215 2029 and thereafter 42,798 Total future minimum lease payments 78,623 Less: imputed interest ( 32,541 ) Present value of future minimum lease payments 46,082 Less: current portion of operating lease liability (included in accrued and other current liabilities) ( 7,761 ) Long-term operating lease liabilities $ 38,321 Cash paid for operating lease liabilities, included in cash flows from operating activities in the consolidated statements of cash flows, for the years ended December 31, 2023, 2022, and 2021 was $ 6.0 million, $ 4.4 million, and $ 3.3 million, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the years ended December 31, 2023, 2022, and 2021 were $ 1.3 million, $ 3.1 million, and $ 46.5 million, respectively. Components of lease cost were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Lease cost Operating lease cost $ 6,793 $ 8,530 $ 5,009 Short-term lease cost 198 122 364 Variable lease cost 1,828 1,411 1,152 Total lease cost $ 8,819 $ 10,063 $ 6,525 During the year ended December 31, 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 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 (with the assistance of 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. |
Tempus Agreement
Tempus Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Tempus Agreement [Abstract] | |
Tempus Agreement | Note 8 . Tempus Agreement Overview On November 25, 2023, the Company entered into a Commercialization and Reference Laboratory Agreement (the “Tempus Agreement”) with Tempus pursuant to which Tempus will market the Company's Personal Dx test in the United States and the Company will conduct development activities to analytically validate the test in breast cancer, lung cancer and immuno-oncology monitoring indications. The Company will perform tests ordered by patients through Tempus and the Company will bill such patients or payors. In consideration of the Company performing development activities, Tempus will pay the Company fees of up to $ 12 million (the "Market Development Fees"), consisting of an activation fee of $ 3 million, a first milestone fee of $ 3 million (upon achievement of a specified clinical validation), and a second milestone fee payable in six quarterly installments totaling $ 6 million (subject to achieving two additional clinical validations). If the Company does not achieve the second milestone by June 2024, Tempus may withhold installment payments, and Tempus will have the right to terminate the Tempus Agreement or convert it to a non-exclusive arrangement. Upon termination or conversion, the Company will refund to Tempus fees received other than the activation fee, subject to certain reductions. The Company will compensate Tempus for the fair market value of order requisition services (Tempus will enable its base of ordering providers to order the Personalis test and provide specimen collection and procurement support) and results delivery services (Tempus will provide results delivery services from test completion to report delivery) on a per-test basis. In addition, the parties will perform co-promotion activities and the Company will compensate Tempus for the fair market value of promotional and commercialization services provided by Tempus in an amount up to $ 9.6 million. The Tempus Agreement also grants Tempus access to initial and longitudinal genomic data derived from performance of the tests and Tempus will have the right to use such data. If Tempus licenses such data to a third party and Tempus recognizes revenue from such license, Tempus will pay the Company a percentage of its gross revenues attributable to such license that is in the range of 10 to 20 percent. Such revenue share shall be payable during the term of the agreement and for 10 years thereafter. Additionally, in consideration of Tempus' obligations to the Company under the agreement, on November 28, 2023, the Company issued warrants to Tempus. See "Tempus Warrants" section further below for discussion. Pursuant to the agreement, the Company will not allow another third party to market the test in such indications and Tempus will not market another tumor-informed molecular residual disease test for use in such indications (whether its own or that of a third party), in each case subject to certain exceptions. These exclusivity obligations terminate on December 31, 2027, to the extent they do not expire earlier. In addition, each party has the right to convert the Tempus Agreement to a non-exclusive arrangement upon the occurrence of certain specified events. The term of the Tempus Agreement is five years, which may be extended for successive one-year terms. Either party may terminate the Tempus Agreement for convenience upon 18 months prior written notice. Tempus may terminate the agreement if the Company does not achieve the second milestone by a specified date. Impact of Tempus Agreement on the Consolidated Financial Statements The Company had achieved the first clinical validation milestone at the time of entering the Tempus Agreement and was therefore entitled to Market Development Fees of $ 6 million, consisting of the first milestone fee of $ 3 million and the activation fee of $ 3 million. These proceeds of $ 6 million were received in 2023 and allocated to the Tempus Warrants (described below). Except for receipt of the proceeds and issuance of the warrants, there were no other activities under the Tempus Agreement that impacted the Company's consolidated balance sheets or consolidated statements of operations for periods presented. Tempus Warrants In consideration of Tempus’ obligations to Personalis under the agreement, on November 28, 2023, the Company issued to Tempus (1) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $ 1.50 , with an expiration date of December 31, 2024 (the “First Warrant”), and (2) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $ 2.50 , with an expiration date of December 31, 2025 (the “Second Warrant” and, together with the First Warrant, the “Tempus Warrants”). The Tempus Warrants are exercisable for cash at any time prior to the applicable expiration date, may be net exercised in certain circumstances, and will be automatically net exercised in connection with a change of control of Personalis if the value ascribed to the consideration to be paid for one share of common stock is greater than the applicable exercise price. If Tempus acquires any shares of common stock directly from the Company other than by exercising the Warrants (any such shares, “Non-Warrant Shares”), then the total number of shares issuable upon exercise of the Tempus Warrants will be reduced by the Non-Warrant Shares on a share-for-share basis, proportionally between the First Warrant and the Second Warrant based on how many shares are then underlying the Warrants. Subject to limited exceptions, neither the warrants nor any interest therein may be transferred or assigned without the prior written consent of Personalis. Because the number of shares issuable upon settlement are subject to adjustment if Tempus acquires Non-Warrant Shares, the Tempus Warrants are classified as liability instruments and are subject to remeasurement at each balance sheet date, with changes in fair value recognized as Other Income (Expense) in the consolidated statements of operations. Fair value of the two warrants were estimated at the date of issuance, November 28, 2023, using the Black-Scholes option-pricing model. Since the initial fair value of $ 6.9 million exceeded the total proceeds from Tempus of $ 6 million, a loss of $ 0.9 million was immediately recognized within Other Income (Expense). None of the remaining Market Development Fees of $ 6 million were allocated to the warrants as such proceeds are contingent upon the Company achieving additional clinical validation milestones. See Note 5 Fair Value Measurements for discussion of inputs used in the measurement of the Tempus Warrants as well as the remeasurement at December 31, 2023. Fair value of the Tempus Warrants increased by $ 3.1 million as of December 31, 2023. The increase in fair value, plus the immediate loss of $ 0.9 million recognized upon issuance, resulted in a $ 4.0 million expense recognized in Other Income (Expense) in the consolidated statements of operations during the year ended December 31, 2023. |
Restructuring and Other Charges
Restructuring and Other Charges | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Note 9. Restructuring and Other Charges Costs related to the Company's reductions in workforce and closure of its China operations are included within Restructuring and Other Charges in the consolidated statements of operations. A reconciliation of the beginning and ending related liability balances, included within Accrued and Other Current Liabilities in the consolidated balance sheets, is as follows (in thousands): One-time employee termination benefits Other costs (primarily China asset disposals and impairments) Total restructuring and other charges Restructuring liability balance—December 31, 2022 $ — $ — $ — Costs incurred and charged to expense 7,467 610 8,077 Costs paid or otherwise settled ( 4,338 ) ( 610 ) ( 4,948 ) Restructuring liability balance—December 31, 2023 $ 3,129 $ — $ 3,129 Restructuring In January 2023, the Company initiated a reduction in 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 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. In December 2023, the Company initiated a second reduction in workforce to further reduce operating costs and improve operating efficiency. The workforce reduction affected approximately 60 employees and will be completed during the first quarter of 2024 . The Company recognized $ 4.0 million in one-time employee termination benefits in connection with the reduction in workforce, comprising separation pay and healthcare benefits payable in cash. Approximately $ 3.1 million of such expenses were unpaid as of December 31, 2023 and are expected to be paid during the first quarter of 2024. The Company does not expect to incur any material additional costs in connection with the second reduction in workforce. 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 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. The Company completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024. Expenses of $ 0.9 million were recognized in connection with closure activities, of which $ 0.3 million was related to one-time employee termination benefits for the Company's 12 former 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. S tock-Based Compensation The Company maintains the following equity incentive plans: 2011 Equity Incentive Plan In 2011, the Company established its 2011 Equity Incentive Plan (the “2011 Plan”) that provided for the granting of stock options to employees and nonemployees of the Company. Under the 2011 Plan, the Company had the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, and restricted stock unit awards (“RSUs”). Options under the 2011 Plan could be granted for periods of up to 10 years. The ISOs could be granted at a price per share not less than the fair value at the date of grant. 2019 Equity Incentive Plan The Company’s board of directors adopted and the Company’s stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”) in May 2019 and June 2019, respectively. The 2019 Plan became effective in June 2019 in connection with the Company’s IPO, and no further grants were made under the 2011 Plan. Shares reserved and remaining available for issuance under the 2011 Plan were added to the 2019 Plan reserve upon its effectiveness. The 2019 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based stock awards, and other forms of equity compensation. Additionally, the 2019 Plan provides for the grant of performance cash awards. ISOs may be granted only to the Company’s employees and to any of the Company’s parent or subsidiary corporation’s employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants of the Company and any of the Company’s affiliates. The exercise price of a stock option generally cannot be less than 100 % of the fair market value of the Company’s common stock on the date of grant. Options under the 2019 Plan may be granted for periods of up to 10 years. 2020 Inducement Plan The Compensation Committee of the Company’s board of directors adopted the 2020 Inducement Plan (the “Inducement Plan”) in May 2020, which became effective upon adoption. The Inducement Plan was adopted without stockholder approval, as permitted by the Nasdaq Stock Market rules. The Inducement Plan provides for the grant of equity-based awards, including NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based stock awards, and other forms of equity compensation, and its terms are substantially similar to the stockholder-approved 2019 Plan. In accordance with relevant Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals' entry into employment with the Company. 2019 Employee Stock Purchase Plan The Company’s board of directors adopted and the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”) in May 2019 and June 2019, respectively. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 15 % of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85 % of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 1 and November 1 of each year. Shares of common stock available for issuance under the Company’s equity incentive plans at December 31, 2023 were as follows: December 31, 2023 Outstanding stock awards 7,059,412 Reserved for future award grants 5,239,303 Reserved for future ESPP 83,756 Total common stock reserved for stock awards 12,382,471 Stock Option Activity A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) for the years ended December 31, 2023, 2022, and 2021 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 4,948,306 $ 7.10 6.71 $ 146,044 Options granted 1,026,276 21.26 Options exercised ( 862,056 ) 2.43 Options forfeited or expired ( 110,107 ) 13.88 Balance—December 31, 2021 5,002,419 $ 10.66 6.89 $ 28,308 Options granted 1,429,295 4.80 Options exercised ( 488,187 ) 2.07 Options forfeited or expired ( 492,395 ) 10.57 Balance—December 31, 2022 5,451,132 $ 9.90 5.31 $ 7 Options granted 2,638,500 2.61 Options exercised ( 8 ) 2.44 Options forfeited or expired ( 2,284,038 ) 7.84 Balance—December 31, 2023 5,805,586 $ 7.40 6.90 $ 64 Options vested and exercisable as of December 31, 2023 3,103,913 $ 9.69 5.57 $ 1 Options granted to new hires generally vest over a four-year period, with 25 % vesting at the end of one year and the remaining vesting monthly thereafter. Options granted as merit awards generally vest monthly over a three - or four-year period . The aggregate intrinsic value of unexercised stock options is calculated as the difference between the closing price of the Company’s common stock of $ 2.10 on December 31, 2023 and the exercise prices of the underlying stock options. Out-of-the money stock options are excluded from aggregate intrinsic value. The weighted-average grant date fair value of options granted was $ 1.81 , $ 3.21 , and $ 13.14 per share for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the unrecognized stock-based compensation of unvested options was $ 7.2 million, which is expected to be recognized over a weighted-average period of 2.02 years. Valuation of Stock Options The Company estimated the fair value of stock options (excluding performance-based stock options discussed below) using the Black-Scholes option-pricing model. F air value of stock options is recognized as compensation expense on a straight-line basis over the requisite service periods of the awards. Fair value of stock options was estimated using the following range of assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 5.50 - 6.08 5.50 - 6.08 5.50 - 6.27 Volatility 78.47 - 79.31 % 68.37 - 77.68 % 67.97 - 69.90 % Risk-free interest rate 3.47 - 4.66 % 1.62 - 4.23 % 0.62 - 1.39 % Dividend yield – % – % – % Performance-Based Stock Option Activity Performance-based stock options granted to the Company's then Chief Executive Officer in 2020, and vested in the same year due to fulfillment of the performance condition, expired at the end of 2023. A summary of the Company’s performance-based stock option activity for the years ended December 31, 2023, 2022 and 2021 is as follows: Outstanding Performance-Based Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 421,000 $ 5.10 9.21 $ 13,266 No activities — Balance—December 31, 2021 421,000 $ 5.10 8.21 $ 3,861 No activities — Balance—December 31, 2022 421,000 $ 5.10 1.00 $ — Options expired ( 421,000 ) 5.10 Balance—December 31, 2023 — RSU Activity and Valuation A summary of the Company’s RSU activity for the years ended December 31, 2023, 2022 and 2021 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2020 619,218 $ 10.41 $ 22,670 RSUs granted 1,387,656 18.05 RSUs vested ( 266,119 ) 10.93 5,521 RSUs forfeited ( 61,059 ) 18.45 Balance—December 31, 2021 1,679,696 $ 16.35 $ 23,969 RSUs granted 2,071,201 4.86 RSUs vested ( 897,871 ) 11.74 3,189 RSUs forfeited ( 231,544 ) 10.94 Balance—December 31, 2022 2,621,482 $ 9.33 $ 5,191 RSUs granted 24,500 2.18 RSUs vested ( 839,194 ) 9.91 1,520 RSUs forfeited ( 552,962 ) 8.89 Balance—December 31, 2023 1,253,826 $ 8.99 $ 2,633 The Company grants RSUs to employees to receive shares of the Company’s common stock. The RSUs awarded are subject to the individual’s continued service to the Company through each applicable vesting date. RSUs granted to new hires generally vest annually over a four-year period. RSUs granted as merit awards generally vest semi-annually over a three - or four-year period. The Company accounts for the fair value of RSUs using the closing market price of the Company’s common stock on the date of grant. The aggregate fair value of unvested RSUs is calculated using the closing price of the Company’s common stock of $ 2.10 on December 31, 2023. As of December 31, 2023, the unrecognized stock-based compensation cost of unvested RSUs was $ 9.5 million, which is expected to be recognized over a weighted-average period of 1.87 years. The Company’s default tax withholding method for RSUs is the sell-to-cover method, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. ESPP Activity and Valuation During the years ended December 31, 2023, 2022 and 2021, 999,194 , 416,514 , and 128,289 shares of common stock were purchased under the ESPP, respectively. The fair value of stock purchase rights granted under the ESPP was estimated using the following range of assumptions : Year Ended December 31, 2023 2022 2021 Expected term (in years) 0.5 0.49 - 0.5 0.49 Volatility 69.23 - 84.88 % 82.35 - 112.07 % 55.92 - 74.88 % Risk-free interest rate 5.14 - 5.51 % 1.49 - 4.58 % 0.04 - 0.06 % Dividend yield –% –% –% Fair value $ 0.33 - $ 0.91 $ 1.26 - $ 2.23 $ 6.30 - $ 8.21 Stock-based Compensation Expense The following is a summary of stock-based compensation expense by function (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 1,761 $ 1,922 $ 1,414 Research and development 4,870 5,256 4,064 Selling, general and administrative 7,420 12,255 8,900 Total stock-based compensation expense $ 14,051 $ 19,433 $ 14,378 The following is a summary of stock-based compensation expense by award type (in thousands): Year Ended December 31, 2023 2022 2021 Stock options $ 5,746 $ 8,560 $ 8,585 RSUs 7,539 9,990 4,765 ESPP 766 883 1,028 Total stock-based compensation expense $ 14,051 $ 19,433 $ 14,378 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. 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 has alleged 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 filed its opposition to Foresight’s motion to consolidate and stay the infringement actions on November 8, 2023. On November 22, 2023, Foresight filed its fifth inter partes review petition with the USPTO, seeking to invalidate the ’968 Patent that we are asserting against Foresight in our second patent infringement action. On January 23, 2024, the District Court granted Foresight’s motion to consolidate and stay our two infringement actions against Foresight. The USPTO has yet to issue a decision regarding whether it will institute an inter partes review of our ’968 Patent. 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 Annual Report on Form 10-K. 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 11, as of December 31, 2023, the Company was not involved in any material 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 | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | Note 12. 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 stock options, assumed release of outstanding RSUs, assumed issuance of common stock under the ESPP, and the assumed exercise of Tempus Warrants. The Company incurred net losses in the periods presented, and as a result, potential common shares from stock options, RSUs, ESPP issuances, and the Tempus Warrants 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): Year Ended December 31, 2023 2022 2021 Net loss $ ( 108,296 ) $ ( 113,315 ) $ ( 65,226 ) Weighted-average common shares outstanding—basic and diluted 48,175,201 45,704,805 43,886,730 Net loss per common share—basic and diluted $ ( 2.25 ) $ ( 2.48 ) $ ( 1.49 ) 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: Year Ended December 31, 2023 2022 2021 Tempus Warrants 9,218,800 — — Options to purchase common stock 5,805,586 5,872,132 5,423,419 Unvested RSUs 1,253,826 2,621,482 1,679,696 ESPP 513,881 627,740 87,367 Total 16,792,093 9,121,354 7,190,482 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 . Income Taxes For financial reporting purposes, loss before income taxes includes the following components (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ ( 106,833 ) $ ( 113,558 ) $ ( 65,415 ) Foreign ( 1,380 ) 283 203 Loss before income taxes $ ( 108,213 ) $ ( 113,275 ) $ ( 65,212 ) Provision for Income Taxes The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ ( 9 ) $ — $ — State 3 5 — Foreign 35 66 43 Total current 29 71 43 Deferred: Foreign 54 ( 31 ) ( 29 ) Total deferred 54 ( 31 ) ( 29 ) Provision for income taxes $ 83 $ 40 $ 14 Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 % to pretax loss as follows: Year Ended December 31, 2023 2022 2021 Expected tax (benefit) at federal statutory rate ( 21 %) ( 21 %) ( 21 %) Effect of: State taxes ( 7 %) ( 6 %) ( 9 %) Change in valuation allowance 26 % 28 % 36 % Stock-based compensation 3 % 1 % ( 3 %) Research and development credit ( 3 %) ( 2 %) ( 3 %) Other 2 % –% –% Effective tax rate – % – % – % Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 83,983 $ 72,408 Research and development credits 22,669 16,824 Capitalized research and development 22,089 11,972 Deferred revenue 362 38 Accruals and reserves 2,883 1,914 Stock-based compensation 4,614 5,197 Operating lease liabilities 13,124 13,455 Other intangibles 209 267 Other 132 236 Total gross deferred tax assets 150,065 122,311 Less: valuation allowance ( 144,861 ) ( 114,483 ) Total deferred tax assets 5,204 7,828 Deferred tax liabilities: Property and equipment ( 113 ) ( 108 ) Operating lease right-of-use assets ( 5,084 ) ( 7,659 ) Total deferred tax liabilities ( 5,197 ) ( 7,767 ) Net deferred tax assets $ 7 $ 61 Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Because of the Company’s lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 30.4 million and $ 32.9 million during the years ended December 31, 2023 and 2022, respectively. Net Operating Loss and Tax Credit Carryforwards As of December 31, 2023, the Company had a net operating loss carryforward for federal income tax purposes of $ 285.5 million, of which $ 86.1 million is subject to expiration beginning in 2031 . The Company had a total state net operating loss carryforward of $ 274.7 million, which will begin to expire in 2031 . Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 (specifically Section 382), as amended, and similar state provisions. The Company performed a Section 382 analysis through December 31, 2023 and determined that ownership changes occurred in the year 2011 and again in 2020. The ownership changes identified had no significant impact on federal and state net operating losses. The annual limitations may result in the expiration of net operating losses and credits before utilization in the future. As of December 31, 2023, the Company has federal credits of $ 12.2 million, which will begin to expire in 2031 and state research credits of $ 10.5 million, which have no expiration date. These tax credits are subject to the same limitations discussed above. The Company determined that the ownership changes identified above had no significant impact on federal and state research credits. Unrecognized Tax Benefits The Company has incurred net operating losses since inception and does not have any significant unrecognized tax benefits. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the consolidated statements of operations. If the Company is eventually able to recognize its uncertain positions, the effective tax rate would be reduced. The Company currently has a full valuation allowance against its net deferred tax assets, which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. Any adjustments to the Company’s uncertain tax positions would result in an adjustment of net operating loss or tax credit carryforwards rather than resulting in a cash outlay. The Company files U.S. federal income tax returns and various state income tax returns. Because of net operating losses and research credit carryovers, substantially all the Company’s tax years remain open to examination. The Company has the following activity relating to unrecognized tax benefits (in thousands): December 31, 2023 2022 Beginning balance $ 4,240 $ 3,066 Gross increase—tax position in prior periods 162 - Gross increase—tax position in current period 1,299 1,174 Ending balance $ 5,701 $ 4,240 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. During the years ended December 31, 2023, 2022, and 2021, no interest or penalties were required to be recognized relating to unrecognized tax benefits. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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 (“SEC”) regarding annual reporting. The 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. |
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 common stock warrants, 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. |
Follow-On and At-the-Market Equity Offerings | Follow-On and At-the-Market Equity Offerings In January 2021, the Company completed a follow-on equity offering in which it issued and sold 4,542,500 shares of its common stock at a public offering price of $ 38.00 per share. The Company received net proceeds of $ 162.3 million after deducting underwriting discounts and commissions. 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 from time to time through BTIG as its sales agent. The Sales Agreement initially capped the amount of common stock that could be sold under the Sales Agreement to $ 100.0 million. In December 2023, the Sales Agreement was amended to, among other things, remove the maximum dollar amount of common stock that can be sold under the Sales Agreement. 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 BTIC under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. During 2023, the Company issued and sold 1,935,214 shares of its common stock at a weighted-average price of $ 1.85 per share under the Sales Agreement and received $ 3.5 million in proceeds, net of commissions. |
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 routinely assesses the creditworthiness of its customers 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 Year Ended December 31, December 31, 2023 2022 2021 2023 2022 Natera, Inc. 43 % 41 % 10 % 36 % 43 % VA MVP 13 % 13 % 53 % * * Merck & Co., Inc. * 11 % * * * GSK plc * * * * 12 % Pfizer Inc. * * * * 10 % * Less than 10 % of revenue or accounts receivable |
Revenue Recognition | Revenue Recognition The Company applies the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). The Company derives revenue from the sale of sequencing and data analysis services. Contracts are in the form of a combination of signed agreements, statements of work, and/or purchase orders. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it will be entitled. The sequencing and data analysis services are the only distinct services that meet the definition of a performance obligation and are accounted for as one performance obligation under Topic 606. Revenue is recognized at a point in time when test results are transferred to the customer. The Company has elected to exclude all sales and value added taxes from the measurement of the transaction price. Standard payment terms are typically 90 days or less from the invoice date, but may vary. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does not exist in any of its arrangements. The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing services and to provide payment protection for the Company. Practical Expedients and Exemptions As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset the Company otherwise would have recognized is one year or less. Sales commissions are recorded within selling, general and administrative expenses in the consolidated statements of operations. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs. |
Research and Development Expenses | Research and Development Expenses The Company charges research and development costs to expenses as incurred, including lab and automation development costs. The expenses primarily consist of personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits); laboratory supplies and consumables; costs of processing samples for research, product development, collaborations, and studies; depreciation and maintenance on equipment; and allocated facilities and IT costs. |
Stock-Based Compensation | Stock-Based Compensation For options granted to employees, non-employees, and directors, stock-based compensation is measured at grant date based on the fair value of the award. The Company determines the grant-date fair value of options using the Black-Scholes option-pricing model, except for certain performance-based awards for which an alternative valuation method may be used. The Company determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant. Grant-date fair value of awards is amortized over the employees’ requisite service period on a straight-line basis, or the non-employees’ vesting period as the goods are received or services rendered. Forfeitures are accounted for as they occur. Additionally, the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) is deemed to be a compensatory plan and therefore is included in stock-based compensation expense. Inputs used in Black-Scholes option-pricing models to measure fair value of options are summarized as follows: Expected Term. The expected term is calculated using the simplified method, which is available if there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The midpoint of the vesting date and the contractual expiration date is used as the expected term under this method. For awards with multiple vesting tranches, the assumed period for each tranche is computed separately and then averaged together to determine the expected term for the award. Expected Volatility. The Company used an average historical stock price volatility of a peer group of publicly traded companies to be representative of its expected future stock price volatility, as sufficient trading history for the Company's common stock does not yet exist. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of a stock award. Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, estimated dividend yield is zero . |
Foreign Currency Translation | Foreign Currency Translation The Company considers the functional currencies of its foreign subsidiaries to be the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate as of the balance sheet date, and costs and expenses are translated at average exchange rates in effect during the period. Equity transactions are translated using historical exchange rates. The effects of foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) during the period from nonowner sources. Comprehensive loss consists of net loss, cumulative translation adjustments, and unrealized gains or losses on available-for-sale debt securities. |
Income Taxes | Income Taxes The Company uses the asset and liability method under ASC Topic 740, Income Taxes, in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expenses or benefits are the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC Topic 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon audit, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included within the related liability line in the consolidated balance sheets. Undistributed earnings of foreign subsidiaries are assumed to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. Cash equivalents also include commercial paper and U.S. Treasury bills, which are marketable debt securities recorded at fair value and accounted for in the same manner as other marketable debt securities described below. |
Short-term Investments | Short-term Investments Investments in marketable debt securities are classified as available-for-sale and recorded at fair value. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are also classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Short-term investments primarily consist of U.S. Treasury notes, U.S. Treasury bills, commercial paper, and U.S. government agency bonds. Any discount or premium arising at purchase is accreted or amortized to interest income or expense. Unrealized gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are reported in other income (expense), net. When securities are sold, any associated unrealized gain or loss initially recorded as a separate component of stockholders’ equity is reclassified out of stockholders’ equity on a specific-identification basis and recorded in earnings for the period. If an available-for-sale debt security's fair value is less than its amortized cost basis, the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques used to measure fair value is briefly summarized as follows: Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • Quoted prices for similar assets and liabilities in active markets. • Quoted prices for identical or similar assets or liabilities in markets that are not active. • Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals). • Inputs that are derived principally from or are corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. |
Accounts Receivable, Net | Accounts Receivable, Net Trade accounts receivable are recorded at the invoiced amount and are noninterest bearing. The Company maintains an allowance for credit losses, consisting of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience and review of their current credit quality. Expected credit losses are recorded as selling, general and administrative expenses in the consolidated statements of operations. |
Inventory and Other Deferred Costs | Inventory and Other Deferred Costs Inventory consists of raw materials and supplies used to fulfill customer contracts and the Company's research and development activities, and is valued at the lower of cost or net realizable value. Cost is determined using actual costs, on a first-in, first-out basis. Other deferred costs relate to materials consumed and work performed on customer orders that have yet to be completed and recognized as revenue and cost of revenue. Other deferred costs are also comprised of direct labor and overhead costs incurred. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which is generally three to five years for computer equipment, two years for software, three years for furniture and equipment, and five years for machinery and equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet, and the resulting gain or loss is reflected in the consolidated statements of operations. Maintenance and repairs that are not considered improvements and do not extend the useful lives of the assets are charged to expense as incurred. Construction-in-process assets consist primarily of laboratory equipment and computer equipment that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once the assets are placed into service, assets are reclassified to the appropriate asset class based on their nature and depreciated in accordance with the useful lives above. |
Leases | Leases The Company categorizes leases with contractual terms longer than 12 months as either operating or finance leases. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. As of December 31, 2023, the Company had no finance leases. Certain lease contracts include obligations to pay for other services, such as maintenance. The Company elected to account for these other services as a component of the lease (i.e., the Company elected the practical expedient not to separate lease and non-lease components). Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate at the lease commencement date, adjusted for various factors including level of collateralization and term (the “incremental borrowing rate”), unless the rate implicit in the lease is readily determinable. The current portion of lease liabilities is included in “Accrued and other current liabilities.” Lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments. Lease assets are presented as “Operating lease right-of-use assets” as a long-term asset. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from leases with a term of 12 months or less. Fixed lease payments are recognized as an expense on a straight-line basis over the lease term. Variable lease costs are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company has also elected to include expenses related to leases with a term of one month or less in the short-term lease cost disclosure. |
Warrant Liability | Warrant Liability Changes in fair value of liability classified warrants are recognized within "Other income (expense), net" in the consolidated statements of operations. Warrant liabilities are classified as short-term or long-term based on their remaining contractual periods. Cash proceeds in connection with the issuance of warrants for the Company's common stock are presented as financing activities in the consolidated statements of cash flows. |
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 consolidated financial statements. New Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance will be effective for the Company's annual period ending December 31, 2025. The Company is currently evaluating the impact of the new guidance on its income tax disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Percentage of Revenues and Accounts Receivables 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 Year Ended December 31, December 31, 2023 2022 2021 2023 2022 Natera, Inc. 43 % 41 % 10 % 36 % 43 % VA MVP 13 % 13 % 53 % * * Merck & Co., Inc. * 11 % * * * GSK plc * * * * 12 % Pfizer Inc. * * * * 10 % * Less than 10 % of revenue or accounts receivable |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Schedule of Revenue Disaggregated by Customer Type | The following table presents revenue disaggregated by customer type (in thousands): Year Ended December 31, 2023 2022 2021 Pharma tests and services $ 31,904 $ 29,552 $ 30,282 Enterprise sales 31,729 26,641 8,774 Population sequencing 9,412 8,443 45,671 Other 436 411 767 Total revenue $ 73,481 $ 65,047 $ 85,494 |
Schedule of Contract Assets and Liabilities | The opening and closing balances of receivables and contract liabilities from contracts with customers are shown below (in thousands). Contract assets were immaterial for all periods presented. December 31, 2023 2022 Opening balances: Accounts receivable, net $ 16,642 $ 18,468 Short-term contract liabilities $ 1,264 $ 3,982 Long-term contract liabilities (included in other long-term liabilities) — — Total contract liabilities 1,264 3,982 Closing balances: Accounts receivable, net $ 17,730 $ 16,642 Short-term contract liabilities $ 3,288 $ 1,264 Long-term contract liabilities (included in other long-term liabilities) 3,928 — Total contract liabilities 7,216 1,264 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory and Other Deferred Costs | Inventory and other deferred costs consist of the following (in thousands): December 31, 2023 2022 Raw materials $ 5,661 $ 6,384 Other deferred costs 4,813 2,207 Total inventory and other deferred costs $ 10,474 $ 8,591 |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Machinery and equipment $ 27,809 $ 21,537 Computer equipment 17,923 17,803 Computer software 2,961 3,010 Furniture and fixtures 2,045 2,152 Construction in progress 3,485 3,989 Leasehold improvements 40,811 40,370 Total 95,034 88,861 Less: accumulated depreciation and amortization ( 37,668 ) ( 26,926 ) Property and equipment, net $ 57,366 $ 61,935 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Accrued compensation $ 12,816 $ 9,008 Operating lease liabilities 7,761 5,391 Loans—current portion (Note 6) 1,646 2,218 Accrued liabilities 858 1,700 Employee ESPP contributions 311 543 Customer deposits 512 30 Accrued taxes 37 123 Total accrued and other current liabilities $ 23,941 $ 19,013 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements | The following tables show financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used in such measurements as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 3,649 $ — $ — $ 3,649 Money market funds 14,968 — — 14,968 Level 1 Commercial paper 34,416 — ( 18 ) 34,398 Level 2 U.S. agency securities 1,985 1 — 1,986 Level 2 U.S. government securities 1,983 — — 1,983 Level 2 Total cash and cash equivalents 57,001 1 ( 18 ) 56,984 Short-term investments: Commercial paper 495 — — 495 Level 2 U.S. agency securities 1,976 — — 1,976 Level 2 U.S. government securities 54,720 7 ( 3 ) 54,724 Level 2 Total short-term investments 57,191 7 ( 3 ) 57,195 Total assets measured at fair value $ 114,192 $ 8 $ ( 21 ) $ 114,179 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 |
Schedule of Risk-free Interest Rate Based on U.S. Treasury Yield Curve Over Expected Term of Warrants | Assumptions used are listed below, which are Level 3 fair value inputs. Expected term is equal to the remaining contractual periods of each of the two warrants. Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants. The risk-free interest rate was based on the U.S. Treasury yield curve over the expected term of the warrants. Refer to Note 8 for further information about the warrants issued to Tempus. As of November 28, 2023 As of December 31, 2023 Expected term (in years) 1.09 - 2.09 1.00 - 2.00 Volatility 99.04 - 105.44 % 102.55 - 108.46 % Risk-free interest rate 4.73 - 5.21 % 4.23 - 4.79 % Dividend yield – % – % Total fair value of Tempus Warrants (in thousands) $ 6,942 $ 10,027 |
Schedule of the Changes in the Fair Value of the Companies Level 3 Financial Instruments | The following table sets forth a summary of the changes in fair value of the Company's Level 3 financial instruments (in thousands): Warrant Balance — December 31, 2022 $ — Initial fair value of warrant liabilities upon issuance 6,942 Change in fair value 3,085 Balance — December 31, 2023 $ 10,027 |
Loans (Tables)
Loans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Amounts Outstanding | Amounts outstanding under loans are as follows (in thousands): December 31, 2023 2022 Principal $ 2,904 $ 2,730 Less: unamortized discount ( 24 ) ( 134 ) Total carrying amount 2,880 2,596 Less: current portion (included in accrued and other current liabilities) ( 1,646 ) ( 2,218 ) Long-term portion (included in other long-term liabilities) $ 1,234 $ 378 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Lease Cost | Components of lease cost were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Lease cost Operating lease cost $ 6,793 $ 8,530 $ 5,009 Short-term lease cost 198 122 364 Variable lease cost 1,828 1,411 1,152 Total lease cost $ 8,819 $ 10,063 $ 6,525 |
Schedule of Future Minimum Lease Payments | As of December 31, 2023, operating leases had a weighted-average remaining lease term of 10.4 years and a weighted-average discount rate of 10.5 %. Discount rates are based on estimates of the Company's incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of December 31, 2023 were as follows (in thousands): Amount 2024 $ 8,134 2025 8,057 2026 7,230 2027 7,189 2028 5,215 2029 and thereafter 42,798 Total future minimum lease payments 78,623 Less: imputed interest ( 32,541 ) Present value of future minimum lease payments 46,082 Less: current portion of operating lease liability (included in accrued and other current liabilities) ( 7,761 ) Long-term operating lease liabilities $ 38,321 |
Restructuring and Other Charg_2
Restructuring and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Reconciliation of Beginning and Ending Related Liability Balances | A reconciliation of the beginning and ending related liability balances, included within Accrued and Other Current Liabilities in the consolidated balance sheets, is as follows (in thousands): One-time employee termination benefits Other costs (primarily China asset disposals and impairments) Total restructuring and other charges Restructuring liability balance—December 31, 2022 $ — $ — $ — Costs incurred and charged to expense 7,467 610 8,077 Costs paid or otherwise settled ( 4,338 ) ( 610 ) ( 4,948 ) Restructuring liability balance—December 31, 2023 $ 3,129 $ — $ 3,129 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Shares of Common Stock Available for Issuance | Shares of common stock available for issuance under the Company’s equity incentive plans at December 31, 2023 were as follows: December 31, 2023 Outstanding stock awards 7,059,412 Reserved for future award grants 5,239,303 Reserved for future ESPP 83,756 Total common stock reserved for stock awards 12,382,471 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) for the years ended December 31, 2023, 2022, and 2021 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 4,948,306 $ 7.10 6.71 $ 146,044 Options granted 1,026,276 21.26 Options exercised ( 862,056 ) 2.43 Options forfeited or expired ( 110,107 ) 13.88 Balance—December 31, 2021 5,002,419 $ 10.66 6.89 $ 28,308 Options granted 1,429,295 4.80 Options exercised ( 488,187 ) 2.07 Options forfeited or expired ( 492,395 ) 10.57 Balance—December 31, 2022 5,451,132 $ 9.90 5.31 $ 7 Options granted 2,638,500 2.61 Options exercised ( 8 ) 2.44 Options forfeited or expired ( 2,284,038 ) 7.84 Balance—December 31, 2023 5,805,586 $ 7.40 6.90 $ 64 Options vested and exercisable as of December 31, 2023 3,103,913 $ 9.69 5.57 $ 1 |
Summary of Weighted-average Assumptions Used in Determination of Fair Value of Stock Options | air value of stock options is recognized as compensation expense on a straight-line basis over the requisite service periods of the awards. Fair value of stock options was estimated using the following range of assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 5.50 - 6.08 5.50 - 6.08 5.50 - 6.27 Volatility 78.47 - 79.31 % 68.37 - 77.68 % 67.97 - 69.90 % Risk-free interest rate 3.47 - 4.66 % 1.62 - 4.23 % 0.62 - 1.39 % Dividend yield – % – % – % |
Summary of Restricted Stock Units Activity | A summary of the Company’s RSU activity for the years ended December 31, 2023, 2022 and 2021 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2020 619,218 $ 10.41 $ 22,670 RSUs granted 1,387,656 18.05 RSUs vested ( 266,119 ) 10.93 5,521 RSUs forfeited ( 61,059 ) 18.45 Balance—December 31, 2021 1,679,696 $ 16.35 $ 23,969 RSUs granted 2,071,201 4.86 RSUs vested ( 897,871 ) 11.74 3,189 RSUs forfeited ( 231,544 ) 10.94 Balance—December 31, 2022 2,621,482 $ 9.33 $ 5,191 RSUs granted 24,500 2.18 RSUs vested ( 839,194 ) 9.91 1,520 RSUs forfeited ( 552,962 ) 8.89 Balance—December 31, 2023 1,253,826 $ 8.99 $ 2,633 |
Stock Based Compensation Expense by Award Type and Function | The following is a summary of stock-based compensation expense by function (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 1,761 $ 1,922 $ 1,414 Research and development 4,870 5,256 4,064 Selling, general and administrative 7,420 12,255 8,900 Total stock-based compensation expense $ 14,051 $ 19,433 $ 14,378 The following is a summary of stock-based compensation expense by award type (in thousands): Year Ended December 31, 2023 2022 2021 Stock options $ 5,746 $ 8,560 $ 8,585 RSUs 7,539 9,990 4,765 ESPP 766 883 1,028 Total stock-based compensation expense $ 14,051 $ 19,433 $ 14,378 |
2019 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Weighted-average Assumptions Used to Calculate Stock-Based Compensation For Each Stock Purchase Right Granted Under ESPP | : Year Ended December 31, 2023 2022 2021 Expected term (in years) 0.5 0.49 - 0.5 0.49 Volatility 69.23 - 84.88 % 82.35 - 112.07 % 55.92 - 74.88 % Risk-free interest rate 5.14 - 5.51 % 1.49 - 4.58 % 0.04 - 0.06 % Dividend yield –% –% –% Fair value $ 0.33 - $ 0.91 $ 1.26 - $ 2.23 $ 6.30 - $ 8.21 |
Performance-Based Stock Option | 2019 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | A summary of the Company’s performance-based stock option activity for the years ended December 31, 2023, 2022 and 2021 is as follows: Outstanding Performance-Based Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 421,000 $ 5.10 9.21 $ 13,266 No activities — Balance—December 31, 2021 421,000 $ 5.10 8.21 $ 3,861 No activities — Balance—December 31, 2022 421,000 $ 5.10 1.00 $ — Options expired ( 421,000 ) 5.10 Balance—December 31, 2023 — |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2023 2022 2021 Net loss $ ( 108,296 ) $ ( 113,315 ) $ ( 65,226 ) Weighted-average common shares outstanding—basic and diluted 48,175,201 45,704,805 43,886,730 Net loss per common share—basic and diluted $ ( 2.25 ) $ ( 2.48 ) $ ( 1.49 ) |
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: Year Ended December 31, 2023 2022 2021 Tempus Warrants 9,218,800 — — Options to purchase common stock 5,805,586 5,872,132 5,423,419 Unvested RSUs 1,253,826 2,621,482 1,679,696 ESPP 513,881 627,740 87,367 Total 16,792,093 9,121,354 7,190,482 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | For financial reporting purposes, loss before income taxes includes the following components (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ ( 106,833 ) $ ( 113,558 ) $ ( 65,415 ) Foreign ( 1,380 ) 283 203 Loss before income taxes $ ( 108,213 ) $ ( 113,275 ) $ ( 65,212 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ ( 9 ) $ — $ — State 3 5 — Foreign 35 66 43 Total current 29 71 43 Deferred: Foreign 54 ( 31 ) ( 29 ) Total deferred 54 ( 31 ) ( 29 ) Provision for income taxes $ 83 $ 40 $ 14 |
Summary of Income Tax Provision Related to Continuing Operations Statutory Income Tax Rate | Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 % to pretax loss as follows: Year Ended December 31, 2023 2022 2021 Expected tax (benefit) at federal statutory rate ( 21 %) ( 21 %) ( 21 %) Effect of: State taxes ( 7 %) ( 6 %) ( 9 %) Change in valuation allowance 26 % 28 % 36 % Stock-based compensation 3 % 1 % ( 3 %) Research and development credit ( 3 %) ( 2 %) ( 3 %) Other 2 % –% –% Effective tax rate – % – % – % |
Components of Deferred Tax Assets for Federal and State Income Taxes | Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 83,983 $ 72,408 Research and development credits 22,669 16,824 Capitalized research and development 22,089 11,972 Deferred revenue 362 38 Accruals and reserves 2,883 1,914 Stock-based compensation 4,614 5,197 Operating lease liabilities 13,124 13,455 Other intangibles 209 267 Other 132 236 Total gross deferred tax assets 150,065 122,311 Less: valuation allowance ( 144,861 ) ( 114,483 ) Total deferred tax assets 5,204 7,828 Deferred tax liabilities: Property and equipment ( 113 ) ( 108 ) Operating lease right-of-use assets ( 5,084 ) ( 7,659 ) Total deferred tax liabilities ( 5,197 ) ( 7,767 ) Net deferred tax assets $ 7 $ 61 |
Summary of Unrecognized Tax Benefits | The Company has the following activity relating to unrecognized tax benefits (in thousands): December 31, 2023 2022 Beginning balance $ 4,240 $ 3,066 Gross increase—tax position in prior periods 162 - Gross increase—tax position in current period 1,299 1,174 Ending balance $ 5,701 $ 4,240 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||
Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Aggregate sales of common stock | $ 3,513 | $ 161,916 | |||
Proceeds from sale of stock | $ 3,513 | ||||
Dividend yield | 0% | 0% | 0% | ||
Common Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of shares issued | 1,935,214 | 4,542,500 | |||
Software | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated useful lives | 2 years | ||||
Furniture and Equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated useful lives | 3 years | ||||
Machinery and Equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated useful lives | 5 years | ||||
ASU 2016-13 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||||
Minimum | Computer Equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated useful lives | 3 years | ||||
Minimum | ASU 2014-09 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Standard payment terms | 90 days | ||||
Maximum | Computer Equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated useful lives | 5 years | ||||
Maximum | ASU 2014-09 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Period between payment by customer and transfer of promised services | 1 year | ||||
Recognition period of incremental costs | 1 year | ||||
At Market Sales Agreement | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Proceeds from sale of stock | $ 3,500 | ||||
Proceeds from Issuance or Sale of Equity | $ 100,000 | ||||
Commission percentage of sale proceeds from common stock | 3% | ||||
At Market Sales Agreement | Common Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Weighted-average stock price | $ 1.85 | ||||
Number of shares issued | 1,935,214 | ||||
Follow - On Offering | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 162,300 | ||||
Follow - On Offering | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of shares issued | 4,542,500 | ||||
Shares issued price per share | $ 38 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Percentage of Revenues and Accounts Receivables from Customers (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | VA MVP | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 13% | 13% | 53% |
Revenue | Natera Inc. | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 43% | 41% | 10% |
Revenue | Merck & Co., Inc. | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | ||
Accounts Receivable | Natera Inc. | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 36% | 43% | |
Accounts Receivable | Pfizer Inc. | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Accounts Receivable | GSK plc | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 12% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Percentage of Revenues and Accounts Receivables from Customers (Parenthetical) (Details) - Maximum - Customer Concentration Risk | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration risk percentage | 10% |
Accounts Receivable | |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 73,481 | $ 65,047 | $ 85,494 |
Pharma Tests and Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 31,904 | 29,552 | 30,282 |
Enterprise Sales | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 31,729 | 26,641 | 8,774 |
Population Sequencing | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 9,412 | 8,443 | 45,671 |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 436 | $ 411 | $ 767 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 16,642 | $ 18,468 |
Short-term contract liabilities | 1,264 | 3,982 |
Total contract liabilities | 1,264 | 3,982 |
Accounts receivable, net | 17,730 | 16,642 |
Short-term contract liabilities | 3,288 | 1,264 |
Long-term contract liabilities (included in other long-term liabilities) | 3,928 | |
Total contract liabilities | $ 7,216 | $ 1,264 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Contract liabilities | $ 7,216 | $ 1,264 | $ 3,982 |
Contract liability, revenue recognized | $ 400 | $ 3,500 | $ 19,100 |
Revenue performance obligation unsatisfied service, period | unfulfilled services under contracts with an original expected duration of more than one year | ||
Contract with customer unsatisfied services | $ 5,700 | ||
Customer Concentration Risk | Revenues | Maximum | Significant Customers | Outside of United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 10% | 9% | 8% |
Revenue - Additional Informat_2
Revenue - Additional Information (Details 1) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 1.8 |
Remaining performance obligation, expected time of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 3.9 |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory And Other Deferred Costs [Abstract] | ||
Raw materials | $ 5,661 | $ 6,384 |
Other deferred costs | 4,813 | 2,207 |
Total inventory and other deferred costs | $ 10,474 | $ 8,591 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total | $ 95,034 | $ 88,861 |
Less: accumulated depreciation and amortization | (37,668) | (26,926) |
Property and equipment, net | 57,366 | 61,935 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 27,809 | 21,537 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 17,923 | 17,803 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 2,961 | 3,010 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total | 2,045 | 2,152 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 40,811 | 40,370 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 3,485 | $ 3,989 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Depreciation and amortization expense | $ 11,296 | $ 8,432 | $ 6,014 |
Restricted cash, included in other long-term assets | $ 1,790 | $ 1,790 | $ 1,790 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 12,816 | $ 9,008 |
Operating lease liabilities | $ 7,761 | $ 5,391 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable | Accounts payable |
Loans—current portion (Note 6) | $ 1,646 | $ 2,218 |
Accrued liabilities | 858 | 1,700 |
Employee ESPP contributions | 311 | 543 |
Customer deposits | 512 | 30 |
Accrued taxes | 37 | 123 |
Total accrued and other current liabilities | $ 23,941 | $ 19,013 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash and cash equivalents, Adjusted Cost | $ 56,984 | $ 89,128 | $ 105,585 |
Fair Value Measurements Recurring | |||
Assets | |||
Assets, Adjusted Cost | 114,192 | 168,342 | |
Assets, Unrealized Gains | 8 | 2 | |
Assets, Unrealized Losses | (21) | (686) | |
Assets, Fair Value | 114,179 | 167,658 | |
Cash and cash equivalents, Adjusted Cost | 57,001 | 89,142 | |
Cash and cash equivalents, Unrealized Gains | 1 | 1 | |
Cash and cash equivalents, Unrealized Losses | (18) | (15) | |
Cash and cash equivalents, Fair Value | 56,984 | 89,128 | |
Fair Value Measurements Recurring | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 57,191 | 79,200 | |
Investments, Unrealized Gains | 7 | 1 | |
Investments, Unrealized Losses | (3) | (671) | |
Investments, Fair Value | 57,195 | 78,530 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 34,416 | 47,135 | |
Cash and cash equivalents, Unrealized Losses | (18) | (15) | |
Cash and cash equivalents, Fair Value | 34,398 | 47,120 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 495 | 13,097 | |
Investments, Unrealized Losses | (51) | ||
Investments, Fair Value | 495 | 13,046 | |
Fair Value Measurements Recurring | U.S. Government Securities | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 1,983 | 4,991 | |
Cash and cash equivalents, Unrealized Gains | 1 | ||
Cash and cash equivalents, Fair Value | 1,983 | 4,992 | |
Fair Value Measurements Recurring | U.S. Government Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 54,720 | 56,658 | |
Investments, Unrealized Gains | 7 | 1 | |
Investments, Unrealized Losses | (3) | (515) | |
Investments, Fair Value | 54,724 | 56,144 | |
Fair Value Measurements Recurring | U.S. Agency Securities | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 1,985 | ||
Cash and cash equivalents, Unrealized Gains | 1 | ||
Cash and cash equivalents, Fair Value | 1,986 | ||
Fair Value Measurements Recurring | U.S. Agency Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 1,976 | 9,445 | |
Investments, Unrealized Losses | (105) | ||
Investments, Fair Value | 1,976 | 9,340 | |
Fair Value Measurements Recurring | Cash | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 3,649 | 5,615 | |
Cash and cash equivalents, Fair Value | 3,649 | 5,615 | |
Fair Value Measurements Recurring | Money Market Funds | Level 1 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 14,968 | 31,401 | |
Cash and cash equivalents, Fair Value | $ 14,968 | $ 31,401 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2023 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Unrealized loss position for 12 months or greater on security | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Risk-free Interest Rate Based on U.S. Treasury Yield Curve Over Expected Term of Warrants (Details) - Tempus Warrants - Level 3 $ in Thousands | Dec. 31, 2023 USD ($) | Nov. 28, 2023 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total fair value of Tempus Warrants (in thousands) | $ 10,027 | $ 6,942 |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Expected term (in years) | 1 year | 1 year 1 month 2 days |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Expected term (in years) | 2 years | 2 years 1 month 2 days |
Volatility | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 102.55 | 99.04 |
Volatility | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 108.46 | 105.44 |
Risk-free Interest Rate | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 4.23 | 4.73 |
Risk-free Interest Rate | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 4.79 | 5.21 |
Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 0 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 - Warrant Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance | $ 0 |
Initial fair value of warrant liabilities upon issuance | 6,942 |
Change in fair value | 3,085 |
Balance | $ 10,027 |
Loans - Schedule of Amounts Out
Loans - Schedule of Amounts Outstanding (Details) - Payment Agreement with Financing Entity - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Principal | $ 2,904 | $ 2,730 |
Less: unamortized discount | (24) | (134) |
Total carrying amount | 2,880 | 2,596 |
Less: current portion (included in accrued and other current liabilities) | (1,646) | (2,218) |
Long-term portion (included in other long-term liabilities) | $ 1,234 | $ 378 |
Loans - Additional Information
Loans - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2023 USD ($) Payment | Jul. 31, 2022 USD ($) Payment | Apr. 30, 2021 USD ($) Payment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lab Equipment | ||||||
Debt Disclosure [Line Items] | ||||||
Principal amount | $ 3,400 | |||||
Number of equal payments | Payment | 24 | |||||
Percentage of down payment | 30% | |||||
Debt instrument, periodic payment | monthly | |||||
Proceeds from loans | $ 3,400 | |||||
Payment Agreement with Financing Entity | ||||||
Debt Disclosure [Line Items] | ||||||
Principal amount | 2,904 | $ 2,730 | ||||
Initial present value of payment agreements | 6,400 | |||||
Interest expense | $ 100 | $ 200 | $ 200 | |||
Payment Agreement with Financing Entity | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Principal amount | $ 1,300 | $ 2,400 | ||||
Number of equal payments | Payment | 3 | 3 | ||||
Noninterest bearing rate | 0% | |||||
Imputed interest rate | 9% | 7% | ||||
Payment Agreement with Financing Entity | Computer Equipment | ||||||
Debt Disclosure [Line Items] | ||||||
Principal amount | $ 3,100 | |||||
Number of equal payments | Payment | 3 | |||||
Payment Agreement with Financing Entity | May 2021 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | $ 800 | |||||
Payment Agreement with Financing Entity | May 2022 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | 800 | |||||
Payment Agreement with Financing Entity | May 2023 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | 800 | |||||
Payment Agreement with Financing Entity | July 2021 | Computer Equipment | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | 1,000 | |||||
Payment Agreement with Financing Entity | June 2022 | Computer Equipment | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | 1,000 | |||||
Payment Agreement with Financing Entity | June 2023 | Computer Equipment | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | $ 1,000 | |||||
Payment Agreement with Financing Entity | September 2022 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | $ 400 | |||||
Payment Agreement with Financing Entity | September 2023 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | 400 | |||||
Payment Agreement with Financing Entity | September 2024 | Software | ||||||
Debt Disclosure [Line Items] | ||||||
Payment of debt | $ 400 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) ft² | |
Lessee Lease Description [Line Items] | |||
Area of office space | ft² | 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 | ||
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 4 months 24 days | ||
Operating leases, weighted-average discount rate | 10.50% | ||
Cash paid for operating lease liabilities | $ 6,000 | $ 4,400 | $ 3,300 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,300 | 3,100 | $ 46,500 |
Noncash lease impairment expense | 5,565 | ||
Operating lease right-of-use assets | 17,852 | $ 26,480 | |
Menlo Park facility | |||
Lessee Lease Description [Line Items] | |||
Noncash lease impairment expense | 5,600 | ||
Operating lease right-of-use assets | 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 8,134 | |
2025 | 8,057 | |
2026 | 7,230 | |
2027 | 7,189 | |
2028 | 5,215 | |
2029 and thereafter | 42,798 | |
Total future minimum lease payments | 78,623 | |
Less: imputed interest | (32,541) | |
Present value of future minimum lease payments | 46,082 | |
Less: current portion of operating lease liability (included in accrued and other current liabilities) | $ (7,761) | $ (5,391) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable, Current | Accounts Payable, Current |
Long-term operating lease liabilities | $ 38,321 | $ 41,041 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Operating lease cost | $ 6,793 | $ 8,530 | $ 5,009 |
Short-term lease cost | 198 | 122 | 364 |
Variable lease cost | 1,828 | 1,411 | 1,152 |
Total lease cost | $ 8,819 | $ 10,063 | $ 6,525 |
Tempus Agreement - Additional I
Tempus Agreement - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 28, 2023 USD ($) $ / shares shares | Nov. 25, 2023 USD ($) | Dec. 31, 2023 USD ($) Warrants | |
Tempus Warrants | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of Warrants | $ 6,000 | ||
Tempus Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Market Development Fees | $ 6,000 | 6,000 | |
Activation Fees | $ 3,000 | 3,000 | |
First milestone fees payment upon achivement of specified clinical validations | 3,000 | ||
Second milestone fees payment subject to achieving two additional clinicial validations | 6,000 | ||
Fair market value of promotional and commercialization services | 9,600 | ||
First milestone fee | $ 3,000 | ||
Number of warrants | Warrants | 2 | ||
Initial fair value | 6,900 | ||
Proceeds from issuance of Warrants | 6,000 | ||
Increase in fair value of warrants | $ 3,100 | ||
Tempus Agreement | Other Income (Expense) | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrant losses | $ 900 | 900 | |
Warrant expense recognized | 4,000 | ||
Tempus Agreement | First Warrant | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrant exercise price per share | $ / shares | $ 1.5 | ||
Warrant expiration date | Dec. 31, 2024 | ||
Tempus Agreement | Tempus Warrants | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrant exercise price per share | $ / shares | $ 2.5 | ||
Warrant expiration date | Dec. 31, 2025 | ||
Proceeds from issuance of Warrants | $ 6,000 | ||
Tempus Agreement | Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Market Development Fees | $ 12,000 | ||
Percentage of its gross revenues attributable to such license | 20% | ||
Tempus Agreement | Maximum | First Warrant | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrant issued to purchase stock | shares | 4,609,400 | ||
Tempus Agreement | Maximum | Tempus Warrants | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrant issued to purchase stock | shares | 4,609,400 | ||
Tempus Agreement | Minimum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of its gross revenues attributable to such license | 10% |
Restructuring and Other Charg_3
Restructuring and Other Charges - Reconciliation of Beginning and Ending Related Liability Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, balance | $ 0 | $ 0 |
Costs incurred and charged to expense | 8,077 | |
Costs paid or otherwise settled | (4,948) | |
Restructuring liability, balance | 3,129 | |
One-time Employee Termination Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, balance | 0 | 0 |
Costs incurred and charged to expense | 3,100 | 7,467 |
Costs paid or otherwise settled | (4,338) | |
Restructuring liability, balance | 3,129 | |
Other Costs (Primarily China Asset Disposals and Impairments) | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring liability, balance | $ 0 | 0 |
Costs incurred and charged to expense | 610 | |
Costs paid or otherwise settled | (610) | |
Restructuring liability, balance | $ 0 |
Restructuring and Other Charg_4
Restructuring and Other Charges - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 USD ($) Employees | Mar. 31, 2023 USD ($) Employees | Jun. 30, 2023 USD ($) Employees | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of employees affected in workforce reduction | Employees | 100 | ||||
Restructuring expenses recognized | $ 8,077 | ||||
Expected number of employees affect in workforce reduction | Employees | 60 | ||||
Restructuring completion date | Mar. 31, 2024 | ||||
Unpaid restructuring expenses | $ 3,129 | 3,129 | $ 0 | ||
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 | 7,467 | |||
Restructuring expenses recognized | 4,000 | 4,000 | |||
Unpaid restructuring expenses | $ 3,129 | $ 3,129 | $ 0 | ||
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 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Vesting rate at the end of one year | 25% | ||
Vesting rights description | Options granted to new hires generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter. Options granted as merit awards generally vest monthly over a three- or four-year period | ||
Closing price of common stock | $ 2.1 | ||
Weighted-average grant date fair value of options granted | $ 1.81 | $ 3.21 | $ 13.14 |
Unrecognized stock-based compensation of unvested options | $ 7.2 | ||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 2 years 7 days | ||
Options Granted as Merit Awards | Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Options Granted as Merit Awards | Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Closing price of common stock | $ 2.1 | ||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 1 year 10 months 13 days | ||
Unrecognized stock-based compensation cost of unvested RSUs | $ 9.5 | ||
Maximum | Restricted Stock Units | Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Minimum | Restricted Stock Units | Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2011 Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted in years | 10 years | ||
2019 Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted in years | 10 years | ||
2019 Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of exercise price options granted | 100% | ||
2019 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of purchase price of common stock | 85% | ||
Common stock shares purchased | 999,194 | 416,514 | 128,289 |
2019 Employee Stock Purchase Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of earnings for purchase of common stock at discounted price | 15% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Shares of Common Stock Available for Issuance (Details) - ESPP | Dec. 31, 2023 shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding stock awards | 7,059,412 |
Reserved for future award grants | 5,239,303 |
Reserved for future ESPP (in shares) | 83,756 |
Total common stock reserved for stock awards | 12,382,471 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
2011 Plan, 2019 Plan and Inducement Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding Options, Number of Shares, Beginning Balance | 5,451,132 | 5,002,419 | 4,948,306 | |
Outstanding Options, Number of Shares, granted | 2,638,500 | 1,429,295 | 1,026,276 | |
Outstanding Options, Number of Shares, exercised | (8) | (488,187) | (862,056) | |
Outstanding Options, Number of Shares, forfeited or expired | (2,284,038) | (492,395) | (110,107) | |
Outstanding Options, Number of Shares, Ending Balance | 5,805,586 | 5,451,132 | 5,002,419 | 4,948,306 |
Options vested and exercisable, Number of Shares | 3,103,913 | |||
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance | $ 9.9 | $ 10.66 | $ 7.10 | |
Outstanding Options, Weighted-Average Exercise Price, granted | 2.61 | 4.80 | 21.26 | |
Outstanding Options, Weighted-Average Exercise Price, exercised | 2.44 | 2.07 | 2.43 | |
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired | 7.84 | 10.57 | 13.88 | |
Outstanding Options, Weighted-Average Exercise Price, Ending Balance | 7.4 | $ 9.9 | $ 10.66 | $ 7.10 |
Options vested and exercisable, Weighted-Average Exercise Price | $ 9.69 | |||
Outstanding Options, Weighted-Average Remaining Contractual Term (in years) | 6 years 10 months 24 days | 5 years 3 months 21 days | 6 years 10 months 20 days | 6 years 8 months 15 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 5 years 6 months 25 days | |||
Outstanding Options, Aggregate Intrinsic Value | $ 64 | $ 7 | $ 28,308 | $ 146,044 |
Options vested and exercisable, Aggregate Intrinsic Value | $ 1 | |||
2019 Plan | Performance-Based Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding Options, Number of Shares, Beginning Balance | 421,000 | 421,000 | 421,000 | |
Outstanding Options, Number of Shares, forfeited or expired | (421,000) | |||
Outstanding Options, Number of Shares, Ending Balance | 421,000 | 421,000 | 421,000 | |
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance | $ 5.1 | $ 5.1 | $ 5.1 | |
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired | $ 5.1 | |||
Outstanding Options, Weighted-Average Exercise Price, Ending Balance | $ 5.1 | $ 5.1 | $ 5.1 | |
Outstanding Options, Weighted-Average Remaining Contractual Term (in years) | 1 year | 8 years 2 months 15 days | 9 years 2 months 15 days | |
Outstanding Options, Aggregate Intrinsic Value | $ 3,861 | $ 13,266 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Weighted-average Assumptions Used in Determination of Fair Value of Service-Based Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility, minimum | 78.47% | 68.37% | 67.97% |
Volatility, maximum | 79.31% | 77.68% | 69.90% |
Risk-free interest rate, minimum | 3.47% | 1.62% | 0.62% |
Risk-free interest rate, maximum | 4.66% | 4.23% | 1.39% |
Dividend yield | 0% | 0% | 0% |
2019 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 5 months 26 days | |
Volatility, minimum | 69.23% | 82.35% | 55.92% |
Volatility, maximum | 84.88% | 112.07% | 74.88% |
Risk-free interest rate, minimum | 5.14% | 1.49% | 0.04% |
Risk-free interest rate, maximum | 5.51% | 4.58% | 0.06% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Minimum | 2019 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 months 26 days | ||
Estimated fair value (per share) | $ 0.33 | $ 1.26 | $ 6.3 |
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 3 months 7 days |
Maximum | 2019 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | ||
Estimated fair value (per share) | $ 0.91 | $ 2.23 | $ 8.21 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units - 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested Restricted Stock Units, Number of Shares, Beginning Balance | 2,621,482 | 1,679,696 | 619,218 |
Unvested Restricted Stock Units, Number of Shares, granted | 24,500 | 2,071,201 | 1,387,656 |
Unvested Restricted Stock Units, Number of Shares, vested | (839,194) | (897,871) | (266,119) |
Unvested Restricted Stock Units, Number of Shares, forfeited | (552,962) | (231,544) | (61,059) |
Unvested Restricted Stock Units, Number of Shares, Ending Balance | 1,253,826 | 2,621,482 | 1,679,696 |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Beginning Balance | $ 9.33 | $ 16.35 | $ 10.41 |
Estimated fair value (per share) | 2.18 | 4.86 | 18.05 |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, vested | 9.91 | 11.74 | 10.93 |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, forfeited | 8.89 | 10.94 | 18.45 |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Ending Balance | $ 8.99 | $ 9.33 | $ 16.35 |
Unvested Restricted Stock Units, Aggregate Fair Value | $ 5,191 | $ 23,969 | $ 22,670 |
Restricted Stock Units, Aggregate Fair Value, vested | 1,520 | 3,189 | 5,521 |
Unvested Restricted Stock Units, Aggregate Fair Value | $ 2,633 | $ 5,191 | $ 23,969 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 14,051 | $ 19,433 | $ 14,378 |
Costs of revenues | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,761 | 1,922 | 1,414 |
Research and development | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 4,870 | 5,256 | 4,064 |
Selling, general, and administrative | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,420 | $ 12,255 | $ 8,900 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 14,051 | $ 19,433 | $ 14,378 |
Stock Options | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 5,746 | 8,560 | 8,585 |
RSUs | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 7,539 | 9,990 | 4,765 |
ESPP | |||
Stock Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 766 | $ 883 | $ 1,028 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (108,296) | $ (113,315) | $ (65,226) |
Weighted-average common shares outstanding—basic | 48,175,201 | 45,704,805 | 43,886,730 |
Weighted-average common shares outstanding—diluted | 48,175,201 | 45,704,805 | 43,886,730 |
Net loss per common share—basic | $ (2.25) | $ (2.48) | $ (1.49) |
Net loss per common share—diluted | $ (2.25) | $ (2.48) | $ (1.49) |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net loss per share | 16,792,093 | 9,121,354 | 7,190,482 |
Tempus Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net loss per share | 9,218,800 | ||
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 | 5,805,586 | 5,872,132 | 5,423,419 |
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 | 1,253,826 | 2,621,482 | 1,679,696 |
ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net loss per share | 513,881 | 627,740 | 87,367 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (106,833) | $ (113,558) | $ (65,415) |
Foreign | (1,380) | 283 | 203 |
Loss before income taxes | $ (108,213) | $ (113,275) | $ (65,212) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (9) | ||
State | 3 | $ 5 | |
Foreign | 35 | 66 | $ 43 |
Total current | 29 | 71 | 43 |
Deferred: | |||
Foreign | 54 | (31) | (29) |
Total deferred | 54 | (31) | (29) |
Provision for income taxes | $ 83 | $ 40 | $ 14 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Federal corporate tax rate | 21% | 21% | 21% |
Increase (Decrease) in valuation allowance on deferred tax assets | $ 30,400,000 | $ 32,900,000 | |
Expense, interest or penalties | 0 | 0 | $ 0 |
Accrued, interest or penalties | 0 | $ 0 | $ 0 |
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 285,500,000 | ||
Net operating loss carryforwards, subject to expiration | $ 86,100,000 | ||
Net operating loss carryforwards, begins to expire | 2031 | ||
Tax credit carryforward | $ 12,200,000 | ||
Tax credit carryforward, begins to expire | 2031 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 274,700,000 | ||
Net operating loss carryforwards, begins to expire | 2031 | ||
State | Research | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforward | $ 10,500,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision Related to Continuing Operations Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Expected tax (benefit) at federal statutory rate | (21.00%) | (21.00%) | (21.00%) |
Effect of: | |||
State taxes | (7.00%) | (6.00%) | (9.00%) |
Change in valuation allowance | 26% | 28% | 36% |
Stock-based compensation | 3% | 1% | (3.00%) |
Research and development credit | (3.00%) | (2.00%) | (3.00%) |
Other | 2% | ||
Effective tax rate | 0% | 0% | 0% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 83,983 | $ 72,408 |
Research and development credits | 22,669 | 16,824 |
Capitalized research and development | 22,089 | 11,972 |
Deferred revenue | 362 | 38 |
Accruals and reserves | 2,883 | 1,914 |
Stock-based compensation | 4,614 | 5,197 |
Operating lease liabilities | 13,124 | 13,455 |
Other intangibles | 209 | 267 |
Other | 132 | 236 |
Total gross deferred tax assets | 150,065 | 122,311 |
Less: valuation allowance | (144,861) | (114,483) |
Total deferred tax assets | 5,204 | 7,828 |
Deferred tax liabilities: | ||
Property and equipment | (113) | (108) |
Operating lease right-of-use assets | (5,084) | (7,659) |
Total deferred tax liabilities | (5,197) | (7,767) |
Net deferred tax assets | $ 7 | $ 61 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 4,240 | $ 3,066 |
Gross increase-tax position in prior periods | 162 | |
Gross increase—tax position in current period | 1,299 | 1,174 |
Ending balance | $ 5,701 | $ 4,240 |