Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | DERMTECH, INC. | ||
Entity Central Index Key | 0001651944 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38118 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-2870849 | ||
Entity Address, Address Line One | 11099 N. Torrey Pines Road | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | La Jolla | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92037 | ||
City Area Code | 858 | ||
Local Phone Number | 450‑4222 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 150,521,679 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 28,755,668 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | DMTK | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2020. Portions of such proxy statement are incorporated by reference into Part III of this Form 10‑K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 24,248,000 | $ 15,374,000 |
Short-term marketable securities | 39,529,000 | 0 |
Accounts receivable, net | 1,480,000 | 680,000 |
Inventory | 104,000 | 35,000 |
Prepaid expenses and other current assets | 1,521,000 | 1,061,000 |
Total current assets | 66,882,000 | 17,150,000 |
Property and equipment, net | 2,731,000 | 977,000 |
Other assets | 167,000 | 84,000 |
Total assets | 69,780,000 | 18,211,000 |
Current liabilities: | ||
Accounts payable | 1,573,000 | 1,609,000 |
Accrued compensation | 2,075,000 | 1,142,000 |
Accrued liabilities | 763,000 | 218,000 |
Short-term deferred revenue | 905,000 | 1,390,000 |
Deferred underwriting fees | 1,363,000 | |
Current portion of capital lease obligations | 109,000 | |
Total current liabilities | 5,425,000 | 5,722,000 |
Long-term deferred revenue | 639,000 | 0 |
Long-term capital lease obligations, less current portion | 226,000 | |
Total liabilities | 6,290,000 | 5,722,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 50,000,000 shares authorized as of December 31, 2020 and 2019; 20,740,413 and 12,344,818 shares issued and outstanding at December 31, 2020 and 2019, respectively | 2,000 | 1,000 |
Additional paid-in capital | 189,849,000 | 103,599,000 |
Accumulated other comprehensive loss | (1,000) | |
Accumulated deficit | (126,360,000) | (91,111,000) |
Total stockholders’ equity | 63,490,000 | 12,489,000 |
Total liabilities, convertible preferred stock and stockholders’ equity | 69,780,000 | 18,211,000 |
Series A Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 20,740,413 | 12,344,818 |
Common stock, shares outstanding | 20,740,413 | 12,344,818 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 5,000,000 |
Convertible preferred stock, shares issued | 0 | 1,231 |
Convertible preferred stock, shares outstanding | 0 | 1,231 |
Convertible preferred stock, liquidation preference | $ 0 | $ 7,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Total revenues | $ 5,885 | $ 3,364 |
Cost of revenues | 5,981 | 3,304 |
Gross profit/(loss) | (96) | 60 |
Operating expenses: | ||
Sales and marketing | 16,077 | 6,303 |
Research and development | 5,293 | 2,497 |
General and administrative | 13,823 | 8,865 |
Total operating expenses | 35,193 | 17,665 |
Loss from operations | (35,289) | (17,605) |
Other income/(expense): | ||
Gain on debt extinguishment of convertible notes | 928 | |
Interest income/(expense) | 40 | (2,657) |
Other expense | (355) | |
Total other income/(expense) | 40 | (2,084) |
Net loss | $ (35,249) | $ (19,689) |
Weighted average shares outstanding used in computing net loss per share, basic and diluted | 16,979,411 | 7,005,037 |
Net loss per share of common stock outstanding, basic and diluted | $ (2.08) | $ (2.81) |
Assay Revenue | ||
Revenues: | ||
Total revenues | $ 4,241 | $ 1,403 |
Contract Revenue | ||
Revenues: | ||
Total revenues | $ 1,644 | $ 1,961 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net loss | $ (35,249) | $ (19,689) |
Unrealized loss on available-for-sale marketable securities | (1) | |
Comprehensive loss | $ (35,250) | $ (19,689) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment of Accounting Method Change | Convertible notes | LifeSci Capital LLC | Private Placement | At-The Market Offering | Series A convertible preferred stock | Series A convertible preferred stockSeries A and B Convertible Preferred Stock | Series B-1 Convertible Preferred Stock | Series C Convertible Preferred Stock | Series B-2 Convertible Preferred Stock | Series B-2 Convertible Preferred StockSeries A and B Convertible Preferred Stock | Common stock | Common stockSeries A and B Convertible Preferred Stock | Common stockConvertible notes | Common stockLifeSci Capital LLC | Common stockPrivate Placement | Common stockAt-The Market Offering | Additional paid-in capital | Additional paid-in capitalConvertible notes | Additional paid-in capitalLifeSci Capital LLC | Additional paid-in capitalPrivate Placement | Additional paid-in capitalAt-The Market Offering | Accumulated deficit | Accumulated deficitCumulative Effect Adjustment of Accounting Method Change | Accumulated other comprehensive loss |
Balance at Dec. 31, 2018 | $ (5,355) | $ (45) | $ 1 | $ 66,021 | $ (71,377) | $ (45) | ||||||||||||||||||||
Balance, Shares at Dec. 31, 2018 | 1,524,122 | 4,411,567 | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 934 | $ 19,802 | 934 | $ 19,802 | ||||||||||||||||||||||
Issuance of common and preferred stock, net of issuance costs, Shares | 1,231 | 726,139 | 3,076,923 | |||||||||||||||||||||||
Issuance of common stock through conversion | $ 12,687 | $ 12,687 | ||||||||||||||||||||||||
Issuance of common stock through conversion, Shares | (1,524,122) | 1,524,122 | 2,267,042 | |||||||||||||||||||||||
Additional paid in capital assumed in Business Combination | 420 | 420 | ||||||||||||||||||||||||
Issuance of Series A preferred stock at $3,250 per share | 4,000 | 4,000 | ||||||||||||||||||||||||
Restricted stock unit release | (1,569) | (1,569) | ||||||||||||||||||||||||
Restricted stock unit release, Shares | 339,025 | |||||||||||||||||||||||||
Stock-based compensation | 1,304 | 1,304 | ||||||||||||||||||||||||
Net loss | (19,689) | (19,689) | ||||||||||||||||||||||||
Balance at Dec. 31, 2019 | 12,489 | $ 1 | 103,599 | (91,111) | ||||||||||||||||||||||
Balance, Shares at Dec. 31, 2019 | 1,231 | 12,344,818 | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 1,011 | $ 23,889 | $ 19,104 | $ 1,011 | $ 23,889 | $ 19,104 | ||||||||||||||||||||
Issuance of common and preferred stock, net of issuance costs, Shares | 3,199 | 524 | 87,790 | 2,467,724 | 951,792 | |||||||||||||||||||||
Issuance of Series B-1 convertible preferred stock | 30,968 | 30,968 | ||||||||||||||||||||||||
Issuance of Series B-2 convertible preferred stock | 5,071 | 5,071 | ||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases | 473 | 473 | ||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases, Shares | 319,522 | |||||||||||||||||||||||||
Issuance of common stock from warrant exercises | 842 | 842 | ||||||||||||||||||||||||
Issuance of common stock from warrant exercises, Shares | 230,619 | |||||||||||||||||||||||||
Issuance costs in connection with Form S-1 registration statement | (77) | (77) | ||||||||||||||||||||||||
Issuance of common stock through conversion | 1 | $ 1 | ||||||||||||||||||||||||
Issuance of common stock through conversion, Shares | (1,231) | (3,199) | (524) | 3,198,949 | 1,139,199 | |||||||||||||||||||||
Unrealized loss on available-for-sale securities | (1) | $ (1) | ||||||||||||||||||||||||
Stock-based compensation | 4,969 | 4,969 | ||||||||||||||||||||||||
Net loss | (35,249) | (35,249) | ||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 63,490 | $ 2 | $ 189,849 | $ (126,360) | $ (1) | |||||||||||||||||||||
Balance, Shares at Dec. 31, 2020 | 20,740,413 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | ||
Issuance price per share | $ 10.50 | $ 6.50 |
Issuance costs | $ 2 | $ 0.2 |
Common Stock | At-The Market Offering | ||
Issuance price per share | $ 20.97 | |
Issuance costs | $ 0.9 | |
Series A Convertible Preferred Stock | ||
Issuance price per share | $ 3,250 | |
Series B-1 Convertible Preferred Stock | ||
Issuance price per share | $ 10,500 | |
Issuance costs | $ 2.6 | |
Series B-2 Convertible Preferred Stock | ||
Issuance price per share | $ 10,500 | |
Issuance costs | $ 0.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (35,249) | $ (19,689) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 486 | 89 |
Stock-based compensation | 4,969 | 1,304 |
Amortization of debt discount and issuance costs | 1,983 | |
Change in fair value of derivative liability | 355 | |
Gain on extinguishment of convertible notes | (928) | |
Interest income, net | (21) | |
Loss on disposal of equipment | 13 | |
Payment in connection with restricted stock unit release | (1,569) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (800) | (100) |
Inventory | (69) | 5 |
Prepaid expenses and other assets | (487) | (1,069) |
Accounts payable and accrued compensation | 827 | 1,337 |
Accrued liabilities and deferred revenue | 1,647 | 491 |
Net cash used in operating activities | (28,684) | (17,791) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (41,706) | |
Maturities of marketable securities | 2,200 | |
Purchases of property and equipment | (1,834) | (210) |
Net cash used in investing activities | (41,340) | (210) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 19,802 | |
Proceeds from issuance of Convertible Preferred Stock | 4,000 | |
Payments of deferred underwriting fees | (1,363) | |
Payments of issuance costs in connection with Form S-1 registration statement | (77) | |
Proceeds from exercise of common stock warrants | 842 | 5 |
Proceeds from exercise of stock options | 473 | 929 |
Proceeds from convertible notes payable | 2,600 | |
Payments of notes payable | (516) | |
Principal repayments of capital lease obligations | (9) | |
Proceeds received from close of Business Combination | 1,802 | |
Net cash provided by financing activities | 78,898 | 28,622 |
Net increase in cash and cash equivalents | 8,874 | 10,621 |
Cash and cash equivalents, beginning of period | 15,374 | 4,753 |
Cash and cash equivalents, end of period | 24,248 | 15,374 |
Supplemental cash flow information: | ||
Cash paid for interest on capital lease obligations | 2 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Issuance of common stock in litigation settlement | 1,011 | |
Purchases of property and equipment recorded in accounts payable | 71 | 641 |
Property and equipment acquired under capital leases | 342 | |
Change in unrealized loss on marketable securities, net of tax | (1) | |
Unpaid deferred issuance costs | 56 | 1,363 |
Debt discount and derivative liability at issuance of convertible notes payable | $ 270 | |
Series B-1 Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Convertible Preferred Stock | 30,968 | |
Series B-2 Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Convertible Preferred Stock | 5,071 | |
Private Placement | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 23,889 | |
At-The Market Offering | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | $ 19,104 |
The Company and a Summary of it
The Company and a Summary of its Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and a Summary of its Significant Accounting Policies | 1. The Company and a Summary of its Significant Accounting Policies (a) Nature of Operations On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two reverse stock split of its common stock (“Reverse Stock Split”). The Company is an emerging growth molecular diagnostic company developing and marketing its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) laboratory services including molecular pathology tests to facilitate the diagnosis of dermatologic conditions including melanoma. The Company has developed a proprietary, non-invasive technique for sampling the surface layers of the skin using an adhesive patch in order to collect individual biological information for commercial applications in the medical diagnostic field. From the end of the first quarter and through the fourth quarter of 2020, there has been a widespread worldwide impact from the COVID-19 pandemic. The Company is considered an essential business due to the importance of early melanoma detection, which has allowed the Company’s CLIA laboratory to remain fully operational. The Company has implemented additional safety measures and social distancing with its CLIA laboratory operations and has transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the fourth quarter of 2020, the ongoing COVID-19 pandemic has reduced patient access to clinician offices for in-person testing, which has resulted in a reduced volume of billable samples received during the fourth quarter of 2020 relative to the Company’s pre-pandemic expectations. The Company expects the ongoing COVID-19 pandemic to continue to adversely impact billable sample volume until patient access to in-person testing fully resumes or telemedicine options are more widely adopted. Additionally, the ongoing COVID-19 pandemic has negatively affected and will continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent of such effect on the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. (b) Basis of Presentation The consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”). In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management 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 amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including those related, but not limited to, assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, the useful lives and recoverability of property and equipment (d) Cash and Cash Equivalents The Company considers all highly liquid investments with remaining maturities of three months or less when purchased to be cash equivalents. The Company maintains its cash balances at banks and financial institutions. The balances are insured up to the Federal Deposit Insurance Corporation legal limit. The Company maintains cash balances that may, at times, exceed this insured limit. (e) Marketable Securities The Company considers securities with original maturities of greater than 90 days to be marketable securities. The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as current assets on the accompanying consolidated balance sheets. The Company’s marketable securities consist of U.S. Treasury and agency securities, commercial paper, and corporate debt securities. Marketable securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive loss. The estimated fair value of the marketable securities is determined based on quoted market prices or rates for similar instruments. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company has determined that there were no other-than-temporary declines in fair values of its investments as of December 31, 2020. (f) Deferred Issuance Costs The Company capitalizes certain legal and other third-party fees that are direct and incremental costs associated with in process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Deferred issuance costs amounted to $0.1 million and zero as of December 31, 2020 and 2019, respectively, and was recorded as a component of prepaid expenses and other current assets on the consolidated balance sheets . ( g ) Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Property includes property we have acquired under build-to-suit arrangements. Equipment includes assets such as office, computer and laboratory equipment, including laboratory equipment acquired under capital lease arrangements. The Company assesses its long-lived assets, consisting primarily of property and equipment, for impairment when material events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses for the years ended December 31, 2020 and 2019. ( h ) Research and Development Costs incurred in connection with research and development (“R&D”) activities are expensed as incurred. R&D expenses consist of (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) and facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities and laboratory and other supplies. The Company expenses all costs as incurred in connection with patent applications (including direct application fees and the legal and consulting expenses related to making such applications), and such costs are included in general and administrative expenses. ( i ) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of December 31, 2020, the Company maintained $17.4 million in a sweep account, which maintains cash balances throughout various interest bearing bank accounts under the $250,000 insurance limit provided by the Federal Deposit Insurance Corporation for one federally insured financial institution. Approximately $6.8 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of December 31, 2020. The Company has not experienced any losses in such accounts. ( j ) Income Taxes The Company provides for federal and state income taxes on the asset and liability approach which requires deferred tax assets and liabilities to be recognized based on temporary differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year and prior year operating losses, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 2020. Current and deferred tax assets and liabilities are recognized based on the tax positions taken or expected to be taken in the Company’s income tax returns. U.S. GAAP requires that the tax benefits of an uncertain tax position can only be recognized when it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Tax benefits related to tax positions that do not meet this criterion are not recognized in the consolidated financial statements, of which there are none. The Company recognizes interest and penalties related to income tax matters in income tax expense. ( k ) Revenue Recognition The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) The Company recognizes revenue from its assay and contract services in accordance with the core principles and key aspects considered by the Company. These considerations are described in detail below, first for Assay Revenue and then for Contract Revenue. Assay Revenue The Company generates revenues from its PLA and Nevome tests it provides to healthcare clinicians in various states throughout the United States to assist in a clinician’s diagnosis of melanoma. The Company provides prescribing clinicians with its Smart Sticker adhesive sample collection kits to perform non-invasive skin biopsies of clinically ambiguous pigmented skin lesions on patients. The Company also offers clinicians a telemedicine solution where they can request the PLA collection kit be sent to the patient’s home for a clinician-guided remote collection on ambiguous pigmented skin lesions. Once the sample is collected by the healthcare clinician or the patient via the telemedicine solution, it is returned to the Company’s CLIA laboratory for analysis. The patient’s RNA and DNA are extracted from the Smart Sticker adhesive patch collection kit and analyzed using gene expression technology to determine if the pigmented skin lesion contains certain genomic features indicative of melanoma. Upon completion of the gene expression analysis, a final report is drafted and provided to the dermatologists detailing the test results for the pigmented skin lesion indicating whether the sample collected is indicative of melanoma or not. Contracts The Company’s customer is the patient. However, the Company does not enter into a formal reimbursement agreement with a patient, as formal reimbursement agreements are more commonly established with insurance payors. Accordingly, the Company establishes an agreement with a patient in accordance with other customary business practices. • Approval of an agreement is established by the use of the Company’s the Company’s • The Company is obligated to perform the Company’s • Payment terms are a function of a patient’s existing insurance benefits. • Once the Company delivers a patient’s test result to the ordering physician, the Company is legally able to collect payment and bill an insurer and/or patient, depending on payor agreement status or patient insurance benefit status. • The Company’s consideration is deemed to be variable, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained. Performance Obligations A performance obligation is a promise in an agreement to transfer a distinct good or service (or a bundle of goods or services) to the customer. The customer is able to order a PLA test. However, a Nevome test cannot be ordered separately from the PLA test and it is contingent on being run only when a PLA test comes back positive on a sample. The Nevome test would not qualify as a distinct service. Therefore, the PLA test is recognized as a single performance obligation and the Nevome test, if rendered, is bundled with the single PLA performance obligation. Transaction Price The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected from an agreement with a customer may include fixed amounts, variable amounts, or both. The consideration derived from the Company’s agreements is deemed to be variable, though the variability is not explicitly stated in any agreement. Rather, the implied variability is due to several factors, such as the amount of contractual adjustments, any patient co-payments, deductibles or patient compliance incentives, the existence of secondary payors and claim denials. The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payor reimbursement agreements. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was not material for the years ended December 31, 2020 and 2019, respectively. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for an agreement with a patient, it will account for the change as an increase in the estimate of the transaction price (i.e., an upward revenue adjustment) in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price (i.e., a downward revenue adjustment), provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of a patient’s test result to the ordering physician, with recognition, generally occurring at the date of cash receipt. Allocate the Transaction Price The entire transaction price is allocated entirely to the single performance obligation contained within the agreement with a patient. Recognize Revenue The Company’s single performance obligation is satisfied at a point in time, and that point in time is defined as the date a patient’s successful test result is delivered to the patient’s ordering physician. The Company considers this date to be the time at which the patient obtains control of the final results of the promised test service. If a Nevome test service is ordered and completed in conjunction with the Company’s PLA service, then the Company will recognize revenue upon the delivery of both final reports to the physician. The delivery of the Company’s Nevome test results are typically after the Company’s PLA results are delivered due to the circumstances of how the Company processes the Nevome test. However, this length in time is determined to not materially impact the final overall revenue recognition timing. Contract Revenue Contract revenue is generated from the sale of laboratory services and adhesive sample collection kits to third party companies through contract research agreements. Revenues are generated from providing gene expression tests to facilitate the development of drugs designed to treat dermatologic conditions. The provision of gene expression services may include sample collection using the Company’s patented adhesive patch collection kits, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. Contracts As part of the Company’s contract revenue, the Company has established agreements and work orders with the Company’s third-party partners that fall under the scope of ASC 606. Performance Obligations ASC 606 requires an entity to assess the goods or services promised in a contract and identify as a performance obligation each promise to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct, or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Based upon review of existing contracts, a majority of the Company’s contract revenue agreements contain three performance obligations: (1) Adhesive sample collection kits (2) RNA extractions and analysis (3) Certain project management fees Many of the Company’s contract revenue agreements contain promises such as start-up activities and quality system setup fees, which are activities that the Company performs to fulfill the agreement and they do not transfer any good or service to the customer. These promises encompass the administrative tasks associated with beginning and initiating a new project or study with a third-party company. In accordance with ASC 606, an entity does not account for these activities as a promised good or service within the agreement nor evaluate whether they are a performance obligation. Transaction Price The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in an agreement with a customer may include fixed amounts, variable amounts, or both. The transaction prices of the Company’s performance obligations are listed in its agreements on a per unit basis and are fixed for adhesive sample collection kits and RNA extractions and analysis. The project management fees are assessed based on a monthly service fee which range within the agreements depending on certain factors which include length of the project and the amount of kits or RNA extractions and analysis promised within the agreement. The fixed and variable rates are materially consistent within the Company’s agreements. Therefore, the Company utilizes the prices listed in our agreements as the transaction price for each performance obligation. In determining the transaction price, ASC 606 requires an entity to adjust the promised amount of consideration for the effects of the time value of money if the agreement contains a significant financing component. The Company’s agreements state fixed transaction prices for each deliverable associated with the agreement and do not qualify for the significant financing component of ASC 606. Allocate the Transaction Price The Company’s contracts have a directly observable transaction price pertaining to each promised good or service. Those prices are consistent across agreements for adhesive sample collection kits and RNA extractions and analysis, with the exception of the Company’s project management fees, which the Company’s believes encompass a sufficiently narrow range of prices that are dictated upon factors of each agreement previously discussed above. Therefore, the Company’s relies on those transaction prices as the basis to allocate the stand-alone selling prices to the performance obligations of the agreement. Most of the Company’s agreements contain a discount that is allocated to items within the agreement, whether they are performance obligations or not. Those items that are not performance obligations (e.g. quality system setup and start up fees) have the associated discount allocated to the transaction prices of the performance obligations evenly. Recognize Revenue An entity should recognize revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The adhesive sample collection kits are recognized at a point in time when shipped to the customer. The RNA extraction and analysis are recognized at a point in time when the extraction and analysis process is complete and the results are sent to the customer. The Company provides its project management service over the life of the agreement, providing equal benefit to the customer throughout the life of the project or study. Therefore, the revenue related to the Company’s project management fees is recognized straight-line over the life of the agreement. ( a ) Disaggregation of Revenue The following tables present the Company’s revenues disaggregated by revenue source during the years ended December 31, 2020 and 2019, respectively (in thousands): Year Ended December 31, 2020 2019 Assay Revenue PLA Test $ 4,241 $ 1,403 Contract Revenue Adhesive patch kits 213 476 RNA extractions 1,172 626 Project management fees 258 336 Other 1 523 Total revenues $ 5,885 $ 3,364 In 2020, there were two payors and one customer that each accounted for more than 10% of our total revenue. These two payors and one customer combined accounted for 66% of our total revenue for the twelve months ended December 31, 2020. There were no other payors or customers that individually accounted for more than 10% of our total revenue for the twelve months ended December 31, 2020. In addition, the Company had two payors and one customer that each accounted for more than 10% of accounts receivable at December 31, 2020. These two payors and one customer combined accounted for 38% of accounts receivable at December 31, 2020. There were no other payors or customers that individually accounted for more than 10% of accounts receivable at December 31, 2020. ( b ) Deferred Revenue and Remaining Performance Obligations The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. In a majority of agreements that produce contract revenue, the Company receives a substantial up-front payment and additional payments upon the achievement of various milestones over the life of the agreement. This results in deferred revenue and is relieved upon delivery of the applicable adhesive patch kits or RNA extraction results. Changes in accounts receivable and deferred revenue were not materially impacted by any other factors. The Company records a deferred revenue liability if a customer pays consideration before the Company transfers a good or service to the customer. Deferred revenue primarily represents upfront milestone payments, for which consideration is received prior to when goods/services are completed or delivered. Upfront fees that are estimated to be recognized as revenue more than one year from the date of collection are classified as long-term deferred revenue. Short-term deferred revenue as of December 31, 2020 and December 31, 2019 was $0.9 million and $1.4 million, respectively. Long-term deferred revenue as of December 31, 2020 and December 31, 2019 was $0.6 million and zero, respectively. Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing agreements. For agreements that have an original duration of one year or less, the Company has elected the practical expedient applicable to such agreements and does not disclose the remaining performance obligations at the end of each reporting period and when the Company expects to recognize this revenue. As of December 31, 2020, the estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied for executed agreements with an original duration of one year or more was approximately $1.8 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. ( l ) Accounts Receivable Assay Accounts Receivable Due to the nature of the Company’s assay revenue, it can take a significant amount of time to collect upon billed PLA tests. The Company prepares an analysis on reimbursement collections and data obtained for each financial reporting period to determine the amount of receivables to be recorded relating to PLA tests performed in the applicable period. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. Accounts receivable are written off when all efforts to collect the balance have been exhausted. Adjustments for implicit price concessions attributable to variable consideration are incorporated into the measurement of the accounts receivable balances. The Company recorded $1.0 million and $0.5 million of gross assay accounts receivable as of December 31, 2020 and 2019, respectively. Contract Accounts Receivable Contract accounts receivable are recorded at the net invoice value and are not interest bearing. The Company reserves specific receivables if collectability is no longer reasonably assured, and as of December 31, 2020, the Company did not maintain any reserve over contract receivables as they relate to large established credit worthy customers. The Company re-evaluates such reserves on a regular basis and adjusts its reserves as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company recorded $0.5 million and $0.3 million of contract accounts receivable as of December 31, 2020 and 2019, respectively. ( m ) Freight and Shipping Costs The Company records outbound freight and shipping costs for its contract and assay revenues in cost of revenues. ( n ) Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. We report net loss and the components of other comprehensive loss, including unrealized gains and losses on marketable securities, net of their related tax effect to arrive at total comprehensive loss. ( o ) Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. ( p ) Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average common shares outstanding during the period. Because there is a net loss attributable to common shareholders during the years ended December 31, 2020 and 2019, the outstanding common stock warrants, stock options, restricted stock units and preferred stock have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted loss per share are the same. Diluted net loss per common share for the year ended December 31, 2020 excludes the effect of anti-dilutive equity instruments including zero shares of common stock issuable upon conversion of the Company’s the Company’s ( q ) Stock-Based Compensation Effective January 1, 2020, the Company elected an accounting policy change to no longer estimate forfeitures in connection with expense recognition of stock options and RSUs. All stock options and RSUs granted on or subsequent to January 1, 2020 will recognize forfeitures when they occur in accordance with ASU 2016-09, Compensation - Stock Compensation (Topic 718) Compensation costs associated with stock option awards and other forms of equity compensation are measured at the grant-date fair value of the awards and recognized over the requisite service period of the awards on a ratable basis. The Company grants stock options to purchase common stock to employees with exercise prices equal to the fair market value of the underlying stock, as determined by the board of directors, management and outside valuation experts prior to the Business Combination. The board of directors and outside valuation experts determined the fair value of the underlying stock by considering a number of factors, including historical and projected financial results, the risks the Company faced at the time, the preferences of the Company’s debt holders and preferred stockholders, and the lack of liquidity of the Company’s common stock. Subsequent to the close of the Business Combination, the fair market value of stock options is based on the closing stock price on the grant date. The fair value of each stock option award is estimated using the Black-Scholes-Merton valuation model. Such value is recognized as expense over the requisite service period using the ratable method. The expected term of options is based on the simplified method which defines the expected term as the average of the contractual term of the options and the weighted average vesting period for all option tranches. The expected volatility of stock options is based upon the historical volatility of a number of related publicly traded companies in similar stages of development as well as the volatility of the Company’s common stock. The risk-free interest rate is based on the average yield of U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company accounts for stock options to non-employees using the fair value approach. The fair value of these options is measured using the Black-Scholes-Merton option pricing model, reflecting the same assumptions applied to employee options, othe |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Short-Term Marketable Securities The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value debt securities classified as available-for-sale securities by major security type and class of security at December 31, 2020 were as follows (in thousands): December 31, 2020 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt $ 8,946 $ — $ (6 ) $ 8,940 Municipal securities 7,325 1 (2 ) 7,324 U.S. government debt securities 23,259 6 — 23,265 Total short-term marketable securities, available-for-sale $ 39,530 $ 7 $ (8 ) $ 39,529 As of December 31, 2019, there were no marketable securities maintained by the Company. As of December 31, 2020, the estimated market value of debt securities with contractual maturities of less than 12 months was $37.3 million; the remaining debt securities that we held at that date had an estimated market value of $2.3 million and contractual maturities of up to 14 months. Gross realized gains and losses on our debt securities for the twelve months ended December 31, 2020 were not significant. Prepaid Expenses and PP&E Consolidated balance sheet details are as follows (in thousands): December 31, 2020 December 31, 2019 Prepaid expenses and other current assets: Prepaid insurance $ 1,172 $ 951 Prepaid trade shows — 85 Prepaid software development fees 214 — Deferred issuance costs 56 — Other current assets 79 25 Total prepaid expenses and other current assets $ 1,521 $ 1,061 Property and equipment, gross: Laboratory equipment $ 2,544 $ 1,135 Computer equipment 38 15 Furniture and fixtures 109 34 Leasehold improvements 727 32 Total property and equipment, gross 3,418 1,216 Less accumulated depreciation (687 ) (239 ) Total property and equipment, net $ 2,731 $ 977 Accrued Liabilities and Accrued Compensation Consolidated balance sheet details are as follows (in thousands): December 31, 2020 December 31, 2019 Accrued liabilities: Accrued consulting services $ 285 $ 37 Accrued printing fees — 55 Deferred rent 300 88 Other accrued expenses 178 38 Total accrued liabilities $ 763 $ 218 Accrued compensation: Accrued paid time off $ 606 $ 309 Accrued bonus and deferred compensation 1,469 465 Accrued severance — 368 Total accrued compensation $ 2,075 $ 1,142 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt 2018 Convertible Bridge Notes From August to November 2018, DermTech Operations issued $6.8 million aggregate principal amount of convertible bridge notes (“2018 Bridge Notes”), resulting in $6.6 million in net proceeds. The 2018 Bridge Notes carried a 10% interest rate and matured on March 31, 2019. Since the 2018 Bridge Notes were not paid or converted by March 31, 2019, the interest rate increased to 15%. The 2018 Bridge Notes were subject to automatic conversion into equity securities of DermTech Operations at the closing of a single capital raising transaction or series of related capital raising transactions in which DermTech Operations issued equity securities with aggregate gross proceeds to DermTech Operations of at least $20 million (“Qualified Financing”) that occurred on or prior to the maturity date. Upon automatic conversion of these 2018 Bridge Notes, the note holders were entitled to receive shares of DermTech Operations’ equity securities equal to the quotient obtained by dividing the unpaid principal amount of these 2018 Bridge Notes plus interest accrued but unpaid by the lesser of: 1) the lowest price per share of the new stock paid in the Qualified Financing by investors multiplied by 70%. 2) the price per share obtained by dividing $45 million by DermTech Operations’ fully-diluted capitalization immediately prior to such Qualified Financing assuming exercise or conversion of all outstanding options and issuance of all outstanding restricted stock unit awards, including all shares of common stock reserved and available for future grant under any equity incentive plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding any shares issuable upon exercise of the DermTech Operations’ outstanding common stock warrants or conversion of the 2018 Bridge Notes. Several of the embedded features of the 2018 Bridge Notes were identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract. DermTech Operations accounted for this by separating the derivative component of the 2018 Bridge Notes as a derivative liability on the consolidated balance sheet. DermTech Operations assigned a value to the debt component of the 2018 Bridge Notes equal to the difference between the estimated fair value of the 2018 Bridge Notes with and without the conversion features, which resulted in DermTech Operations recording the 2018 Bridge Notes at a discount. The total debt discount amount as of the respective date of issuance of the 2018 Bridge Notes was determined to be $2.5 million. DermTech Operations amortized the debt discount over the contractual life (i.e., March 31, 2019) of the 2018 Bridge Notes as additional non-cash interest expense utilizing the effective interest method. At each financial reporting period, DermTech Operations remeasured the fair value of the embedded features bifurcated from the 2018 Bridge Notes (i.e., the derivative liability) and changes in the fair value are recognized in earnings. Losses relating to the change in fair value of the derivative liability recognized as other expense on the Statement of Operations were zero and $0.4 million for the years ended December 31, 2020 and 2019, respectively. On May 23, 2019, DermTech Operations and the various convertible 2018 Bridge Note holders agreed to amend the outstanding convertible notes that were issued in the last half of 2018. As part of the amendment, the maturity dates of the notes were extended to the earliest of (i) September 24, 2019; (ii) the occurrence of an Event of Default (as defined in the 2018 Bridge Notes); (iii) the consummation of a liquidation or dissolution of DermTech Operations (iv) a Liquidation Transaction (as defined in the 2018 Bridge Notes); or (v) the consummation of a merger with or into the Company or any of its subsidiaries. In addition, immediately prior to the consummation of a DermTech Operations merger with or into the Company or any of its subsidiaries substantially on the terms contemplated as of the date of the amendment to the outstanding convertible notes on or before September 24, 2019 (a “Qualifying Merger”), the outstanding principal amount of and all accrued but unpaid interest on each of the convertible notes would automatically be converted into shares of the DermTech Operations’ common stock at a price per share equal to 70% of the Merger Consideration. For purposes of the preceding sentence, the “Merger Consideration” means (i) the lesser of $6.46 and (ii) the offering price per share of the private investment in public equity (“PIPE”) transaction to be consummated concurrently with the consummation of the Qualifying Merger multiplied by the Conversion Ratio. For the purposes of the preceding sentence, the “Conversion Ratio” means the quotient resulting from dividing 8,000,000 by the number of fully diluted shares of the Company as of immediately after the conversion of the notes. This new embedded Qualifying Merger feature of the 2018 Bridge Notes was identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract with the previously identified embedded features that met the criteria of being a derivative. In addition, this amendment was accounted for as a debt modification of the existing 2018 Bridge Notes. 2019 Convertible Bridge Notes Between June 5 th th The unpaid principal amount of these convertible bridge notes together with any interest accrued but unpaid thereon, would automatically be converted into shares of DermTech Operations’ common stock immediately prior to the consummation of a Qualifying Merger. Upon the conversion of these notes, the note holders were entitled to receive a number of shares of DermTech Operations’ common stock equal to the quotient obtained by dividing (i) the unpaid principal amount of these notes plus interest accrued but unpaid thereon, by (1) if the Qualifying Merger consummates prior to the maturity date, the lesser of (x) $5.80 and (y) 90% of the Merger Consideration (as defined below), or (2) if the Qualifying Merger consummates on or after the maturity date, the lesser of (x) $4.51 and (y) 70% of the Merger Consideration. For purposes of the preceding sentence, the “Merger Consideration” means the offering price per share of the PIPE transaction between Constellation and the investors thereto, consummated substantially concurrently with the consummation of the Qualifying Merger, multiplied by the Conversion Ratio (as defined below). For purposes of the preceding sentence, the “Conversion Ratio” means the quotient resulting from dividing 8,000,000 by the number of the Company’s fully diluted shares immediately prior to the consummation of the Qualifying Merger, assuming exercise of all outstanding options, issuance of all common stock underlying outstanding restricted stock unit awards, exercise of all outstanding warrants, and conversion of all outstanding convertible promissory notes, including these notes and any other note of substantially the same form, but excluding all shares of DermTech Operations’ common stock reserved and available for future grant under any equity incentive or similar plan of DermTech Operations, and in each case as adjusted for stock splits, combinations and similar transactions, all calculated in accordance with the final allocation schedule delivered in connection with the Qualifying Merger. Several of the embedded features of the 2019 Bridge Notes were identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract. DermTech Operations accounted for this by separating the derivative component of the 2019 Bridge Notes as a derivative liability on the consolidated balance sheet. The Company assigned a value to the debt component of the 2019 Bridge Notes equal to the difference between the estimated fair value of the 2019 Bridge Notes with and without the conversion features, which resulted in DermTech Operations recording the 2019 Bridge Notes at a discount. The total debt discount amount as of the respective date of issuance of the 2019 Bridge Notes was determined to be $0.3 million. DermTech Operations amortized the debt discount over the contractual life (i.e., September 25, 2019) of the 2019 Bridge Notes as additional non-cash interest expense utilizing the effective interest method. At each financial reporting period, DermTech Operations remeasured the fair value of the embedded features bifurcated from the 2019 Bridge Notes (i.e., the derivative liability) and changes in the fair value were recognized in earnings. Losses relating to the change in fair value of the derivative liability recognized as other expense on the Statement of Operations were of zero and $14,000 for the years ended December 31, 2020 and 2019, respectively. Exchange of Convertible Debt for Common Shares On August 29, 2019, immediately prior to the completion of the Business Combination, all unpaid principal and interest on the 2019 Bridge Notes and the 2018 Bridge Notes (collectively, the “Bridge Notes”) was converted into 2,267,042 common shares of DermTech Operations. The conversion of the Bridge Notes debt for common shares of DermTech Operations was accounted for as an extinguishment of the Bridge Notes. The conversion resulted in DermTech Operations having legally settled the debt obligations. DermTech Operations’ equity was increased by the settlement-date fair value of the common shares issued. Certain bifurcated embedded derivative instruments also were settled as part of the transaction. The net carrying amounts of the Bridge Notes, including remaining unamortized debt discount and issuance costs, and the bifurcated embedded derivative liability were extinguished on the date of the Business Combination. A gain on debt extinguishment of $0.9 million was recognized, which represented the unamortized debt discounts and issuance costs remaining at the time of the debt extinguishment. There was no liability balance for the Company’s 2019 Bridge Notes or 2018 Bridge Notes as of December 31, 2020 and 2019. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Convertible Preferred Stock and Stockholders’ Equity | 4. Convertible Preferred Stock and Stockholders’ Equity (a) Classes of Stock The Company’s amended and restated certificate of incorporation authorizes it to issue 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. Both classes of stock have a par value of $0.0001 per share. Pursuant to the Business Combination, the Company issued shares of its common stock to DermTech Operations common stockholders, at an exchange ratio of approximately 1.16 shares of the Company’s common stock for each share of DermTech Operations common stock. In connection with and immediately following the Business Combination, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to affect a one-for-two reverse stock split of its common stock. All stock information presented throughout this document have been adjusted to reflect these capital structure changes. (b) DermTech Operations, Inc. Series C Convertible Preferred Stock Financing DermTech Operations conducted a Series C Convertible Preferred Stock private offering in August of 2016 for a total offering amount of $15 million at a price per share of $9.54. During 2017, 559,849 shares of Series C Convertible Preferred Stock were issued for gross cash proceeds of $5.3 million, reduced by issuance costs of $0.4 million. In addition, 102,740 common stock warrants were issued with this offering, exclusive of compensatory warrants issued to the placement agent. During 2018, 506,539 shares of Series C Convertible Preferred Stock were issued for gross cash proceeds of $4.8 million, reduced by issuance costs of $0.3 million. On May 23, 2019, agreed to an amendment with the Series C Convertible Preferred Stockholders that immediately prior the consummation of a merger with or into the Company or any of its subsidiaries on or before September 24, 2019, the outstanding Series C Convertible Preferred Stock would convert into common stock at a one-to-one ratio in accordance with amended and restated certificate of incorporation. (c) Series A Convertible Preferred Stock Financing In connection with the PIPE transaction and on August 29, 2019, immediately following the completion of the Business Combination, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Company’s Series A Convertible Preferred Stock (the “Series A Certificate of Designation”). An aggregate of 1,231 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $4.0 million were issued to certain accredited investors. On August 10, 2020, entities affiliated with Farallon Capital Management, L.L.C. converted an aggregate of 1,231 shares of Series A Preferred Stock into 615,385 shares of common stock. On September 9, 2020, the Company filed a Certificate of Elimination of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware to eliminate its Series A Convertible Preferred Stock. Preferred Dividends Holders of the Company’s Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) were entitled to receive dividends on an as-converted basis equal to and in the same form as dividends paid on shares of the Company’s common stock when, as and if these dividends were paid on the Company’s common stock. Preferred Liquidation Preference Holders of the Series A Convertible Preferred Stock were to participate pari passu with the holders of the Company’s common stock on an as-converted basis in the event of dissolution, liquidation or winding up of the Company. Redemption The Series A Convertible Preferred Stock did not contain any mandatory redemption features. The Series A Convertible Preferred Stock were classified as temporary equity in the accompanying consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in beneficial ownership events outside of the Company’s control. The Company determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. Conversion Each share of the Company’s Series A Convertible Preferred Stock was convertible into 500 shares of the Company’s common stock at a conversion price, as adjusted for the Reverse Stock Split, of $6.50 per share, subject to adjustment as set forth in the Series A Certificate of Designation, and provided that in no event may any shares of the Series A Convertible Preferred Stock be convertible if the conversion would result in the holder beneficially owning more than 9.99% of the Company’s then-outstanding shares of common stock. Voting Rights The shares of the Series A Convertible Preferred Stock had no voting rights, except with respect to certain protective provisions set forth in the Series A Certificate of Designation relating to the powers, preferences and rights of such shares. (d) 2020 PIPE Financing On February 28, 2020, the Company entered into a securities purchase agreement with certain institutional investors for a private placement of the Company’s equity securities (the “2020 PIPE Financing”). Cowen and Company, LLC served as lead placement agent for the 2020 PIPE Financing, with William Blair & Company, L.L.C. acting as joint placement agent. Lake Street Capital Markets, LLC acted as co-placement agent. The 2020 PIPE Financing closed on March 4, 2020. The 2020 PIPE Financing consisted of 2,467,724 shares of common stock at a price of $10.50 per share, 3,199 shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Shares”) at a price of $10,500 per share, and 524 shares of Series B-2 Convertible Preferred Stock (the “Series B-2 Shares”) at a price of $10,500 per share, for aggregate gross proceeds of approximately $65.0 million, reduced by $5.1 million in issuance costs. Prior to the closing of the 2020 PIPE Financing, the Company designated (i) 3,200 shares of its authorized and unissued preferred stock as Series B-1 Convertible Preferred Stock by filing the Series B-1 Certificate of Designation with the Delaware Secretary of State and (ii) 525 shares of its authorized and unissued preferred stock as Series B-2 Convertible Preferred Stock by filing the Series B-2 Certificate of Designation with the Delaware Secretary of State. ( e ) Series B-1 Convertible Preferred Stock Issued in Connection with 2020 PIPE Financing In connection with the 2020 PIPE Financing transaction and on March 2, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Company’s Series B-1 Convertible Preferred Stock (the “Series B-1 Certificate of Designation”). An aggregate of 3,199 shares of Series B-1 Convertible Preferred Stock for an aggregate purchase price of $33.6 million were issued to certain accredited investors. At the Company’s annual meeting held on May 26, 2020, the Company’s stockholders voted to approve the 2020 PIPE Financing. As a result, on May 27, 2020 the 3,199 3,198,949 Preferred Dividends Holders of the Company’s Series B-1 Convertible Preferred Stock (the “Series B-1 Convertible Preferred Stock”) were entitled to receive dividends on an as-converted basis equal to and in the same form as dividends paid on shares of the Company’s common stock when, as and if these dividends were paid on the Company’s common stock. Preferred Liquidation Preference Holders of the Series B-1 Convertible Preferred Stock were to participate pari passu with the holders of the Company’s common stock on an as-converted basis in the event of dissolution, liquidation or winding up of the Company. Redemption The Series B-1 Convertible Preferred Stock did not contain any mandatory redemption features. The Series B-1 Convertible Preferred Stock was classified as temporary equity in the accompanying consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in beneficial ownership events outside of the Company’s control. The Company previously determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. Conversion Each Series B-1 Share was converted into 1,000 shares of the Company’s common stock at a conversion price of $10.50 on May 27, 2020, which was the first trading day after the approval of the 2020 PIPE Financing by the stockholders of the Company (the “Stockholder Approval”). Voting Rights The Series B-1 Shares had no voting rights, except with respect to certain protective provisions set forth in the Series B-1 Certificate of Designation relating to the powers, preferences and rights of such shares. ( f ) Series B-2 Convertible Preferred Stock Issued in Connection with 2020 PIPE Financing In connection with the 2020 PIPE Financing transaction and on March 2, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Company’s Series B-2 Convertible Preferred Stock (the “Series B-2 Certificate of Designation”). An aggregate of 524 shares of Series B-2 Convertible Preferred Stock for an aggregate purchase price of $5.5 million were issued to certain accredited investors. On August 10, 2020, entities affiliated with Farallon Capital Management, L.L.C. converted an aggregate of 524 shares of Series B‑2 Preferred Stock into 523,814 shares of common stock. On September 9, 2020, the Company filed a Certificate of Elimination of Series B-2 Convertible Preferred Stock with the Secretary of State of the State of Delaware to eliminate its Series B-2 Convertible Preferred Stock. Preferred Dividends Holders of the Company’s Series B-2 Convertible Preferred Stock (the “Series B-2 Convertible Preferred Stock”) were entitled to receive dividends on an as-converted basis equal to and in the same form as dividends paid on shares of the Company’s common stock when, as and if these dividends are paid on the Company’s common stock. Preferred Liquidation Preference Holders of the Series B-2 Convertible Preferred Stock were to participate pari passu with the holders of the Company’s common stock on an as-converted basis in the event of dissolution, liquidation or winding up of the Company. Redemption The Series B-2 Convertible Preferred Stock did not contain any mandatory redemption features. The Company’s Series B-2 Convertible Preferred Stock was classified as temporary equity in the accompanying consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in beneficial ownership events outside of the Company’s control. The Company determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. Conversion Each Series B-2 Share was convertible into 1,000 shares of the Company’s common stock at a conversion price equal to $10.50, subject to adjustment as provided in the Series B-2 Certificate of Designation. Each Series B-2 Share was convertible into Company common stock at the option of the holder, provided that conversion will be prohibited (i) until the first trading day after the Stockholder Approval, which occurred on May 27, 2020, and (ii) following the Stockholder Approval, if, as a result of any such conversion, the holder would beneficially own in excess of 9.99% of the total number of shares of Company common stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). A holder of Series B-2 Shares may reset the Beneficial Ownership Limitation to a higher or lower number upon providing written notice to the Company. Any such notice providing for an increase to such Holder’s Beneficial Ownership Limitation will be effective on the 61st day after its delivery to the Company. Voting Rights The Series B-2 Shares had no voting rights, except with respect to certain protective provisions set forth in the Series B-2 Certificate of Designation relating to the powers, preferences and rights of such shares. ( g ) At-The Market Offering On November 10, 2020, the Company entered into a sales agreement with Cowen and Company, LLC relating to the sale of shares of the Company’s common stock from time to time with an aggregate offering price of up to $50.0 million. In connection with this sales agreement, the Company issued an aggregate of 951,792 shares of common stock at a weighted average purchase price of $20.97 resulting in aggregate gross proceeds of approximately $20.0 million, reduced by $0.9 million in issuance costs, resulting in net proceeds to the Company of approximately $19.1 million. (h ) Accelerated Vesting in Association with Business Combination On January 4, 2019, in contemplation of the Business Combination (refer to Note 8), DermTech Operations modified certain provisions of its stock-based compensation awards to all employees and certain non-employees to accelerate the vesting period for various outstanding stock awards. In connection with the modifications, the incremental fair value of certain unvested stock option grants were measured at the date of the modification. For any options in which the fair value immediately after the modification was lower than the fair value immediately prior to the modification, no additional compensation expense was recognized. For options in which the fair value increased as a result of the modification and the award was not fully vested, the incremental fair value is being recognized as an expense over the remaining service period. For options that were modified and became fully vested as a result of the accelerated vesting, the Company recognized an expense for the remaining unrecognized grant date fair value. As a result of the accelerated vesting, the Company recognized stock-based compensation expense of $0.4 million related to this modification. ( i ) Warrants Public Warrants The Company previously issued 14,936,250 warrants to purchase common stock in a public offering and a private placement which were each consummated on June 23, 2017 (the “Public Warrants”). The Public Warrants have a five year life from the date the Business Combination was consummated and every four Public Warrants entitle the holder to purchase one share at an exercise price of $23.00 per whole share (as adjusted for the Reverse Stock Split). Outstanding Public Warrants totaled 14,936,250 at both December 31, 2020 and 2019. Series C Warrants In connection with DermTech Operations’ Series C Preferred Stock financing that took place between 2016 and 2018, each investor that purchased at least $1 million of Series C Convertible Preferred Stock in a single closing received a three-year warrant to purchase shares of common stock at an exercise price of $9.54 per share in the amount equal to 20% of shares of Series C Preferred Stock purchased. Outstanding Series C warrants totaled 97,563 and 202,897 at December 31, 2020 and 2019, respectively. Placement Agent Warrants In connection with several of DermTech Operations’ financings that took place between 2015 and 2018, DermTech Operations engaged a registered placement agent to assist in marketing and selling of common and preferred units. From 2015 to 2016, DermTech Operations issued 168,522 seven-year warrants to purchase one share of common stock at an exercise price of $8.68 per share. From 2016 to 2018, DermTech Operations issued 72,695 seven-year warrants to purchase one on share of common stock at an exercise price of $9.54 per share. In 2020, the Company issued 15,724 seven-year warrants to purchase one share of common stock at an exercise price of $9.54 per share in connection with the Company’s 2018 Bridge Note financing. Outstanding placement agent warrants totaled and 31,365 and 241,217 at both December 31, 2020 and 2019, respectively. ( j ) Stock-Based Compensation 2010 Stock Option Plan In connection with the Business Combination, the Company assumed the DermTech Operations’ Amended and Restated 2010 Stock Option Plan (the “2010 Plan”), which provided for the granting of incentive and non-statutory stock options and restricted stock purchase rights and bonus awards. Under the 2010 Plan, incentive and non-statutory stock options were granted at not less than 100% of the fair market value of the Company’s common stock on the date of grant. For incentive stock options granted to a ten percent shareholder under the 2010 Plan, the exercise price was not less than 110% of the fair market value of a share of stock on the effective date of grant. DermTech Operations initially reserved 1.0 million shares of common stock for issuance to its employees, non-employee directors and consultants. The 2010 Plan included a provision which annually increased the amount of common stock reserved for issuance under the 2010 Plan. The contractual term of options granted under the 2010 Plan was ten years. Vesting provisions varied based on the specific terms of the individual option awards. At the Company’s annual meeting held on May 26, 2020, the Company’s shareholders voted to approve the DermTech, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which terminated the 2010 Plan. All outstanding awards under the 2010 Plan remain in effect under the 2020 plan. Zero and 0.1 million options remained available for future grant under the 2010 Plan as of December 31, 2020 and 2019, respectively. 2020 Equity Incentive Plan On May 26, 2020, the Company’s stockholders approved the adoption of the 2020 Plan, which provides for the granting of incentive and non-qualified stock options, restricted stock and stock-based awards. Under the 2020 Plan, incentive and non-qualified stock options may be granted at not less than 100% of the fair market value of the Company’s common stock on the date of grant. If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of the Company’s capital stock, the exercise price may not be less than 110% of the fair market value of the Company’s common stock on the date of grant and the term of the option may not be longer than five years. The 2020 Plan authorizes the Company to issue up to 1,900,000 shares of the Company’s common stock pursuant to awards granted under the 2020 Plan, plus the number of shares underlying any stock option and other stock-based awards previously granted under the 2010 Plan that are forfeited, canceled, or terminated (other than by exercise) on or after May 26, 2020; provided that no more than 1,400,000 shares may be added to the 2020 Plan pursuant to such forfeitures, cancellations and terminations. In addition, the number of shares available for issuance under the 2020 Plan will automatically increase on the first day of each fiscal year beginning in fiscal year 2021 and ending on the second day of fiscal year 2025, by an amount equal to the smaller of (i) 3.5% of the number of shares of common stock outstanding on such date and (ii) an amount determined by the administrator of the 2020 Plan. The 2020 Plan will expire on April 12, 2030 or an earlier date approved by a vote of the Company’s stockholders or board of directors. The contractual term of options granted under the 2020 Plan is not more than ten years. Vesting provisions vary based on the specific terms of the individual option awards. 934,538 shares remained available for future grant under the 2020 Plan as of December 31, 2020. The following table summarizes stock option transactions for the years ended December 31, 2020 and 2019: Total options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2018 535,051 $ 3.25 6.86 $ 8 Granted 662,470 1.45 Exercised (725,719 ) 1.28 Forfeited (28,255 ) 2.63 Outstanding at December 31, 2019 443,547 $ 3.84 7.80 $ 3,796 Granted 1,285,183 12.25 Exercised (143,995 ) 3.29 Forfeited (32,252 ) 8.28 Outstanding at December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Options vested and expected to vest as of December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Options exercisable as of December 31, 2020 382,152 $ 5.99 7.34 $ 10,108 The following table summarizes RSU transactions for the years ended December 31, 2020 and 2019: Total RSUs Weighted average grant date fair value per share Outstanding at December 31, 2018 465,567 $ 4.15 Released (339,025 ) 4.16 Forfeited (126,542 ) 4.11 Outstanding at December 31, 2019 — $ — Granted 739,962 12.47 Released (175,527 ) 11.60 Forfeited (3,938 ) 11.41 Outstanding at December 31, 2020 560,497 $ 12.75 RSUs vested and expected to vest as of December 31, 2020 560,497 $ 12.75 RSUs vested, but not yet issued as of December 31, 2020 5,000 $ 13.98 2020 Employee Stock Purchase Plan On May 26, 2020, the Company’s stockholders approved the adoption of the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), which allows for full-time and certain part-time employees of the Company to purchase shares of common stock at a discount to fair market value. Eligible employees enroll in a six-month offering period during the open enrollment period prior to the start of that offering period. A new offering period begins approximately every March 1 and September 1. At the end of each offering period, the accumulated contributions are used to purchase shares of the Company’s common stock. Shares are purchased at a price equal to 85% of the lower of: (i) the fair market value of our common stock on the first business day of an offering period or (ii) the fair market value of our common stock on the last business day of an offering period. The ESPP authorizes the Company to issue up to 400,000 shares of the Company’s common stock. In addition, the number of shares available for issuance under the ESPP will automatically increase on the first day of each of the Company’s fiscal years beginning in 2021 and ending on the first day of 2030, in an amount equal to the lesser of (i) 300,000 shares, (ii) 1% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares as is determined by the Board of Directors, subject to adjustment upon changes in capitalization of the Company. 400,000 shares remained available for future grant under the ESPP as of December 31, 2020. Management Warrants Warrants to purchase DermTech Operations common stock were issued to executive officers of DermTech Operations in lieu of issuing certain stock options (the “Management Warrants”). The Management Warrants were assumed by the Company in connection with the Business Combination. The Management Warrants have a ten year life and are exercisable for Company common stock at $1.08 per common share. The Management Warrants vested monthly over a four-year period. Outstanding Management Warrants totaled 22,320 at December 31, 2020 and 2019. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Warrants to purchase common stock 151 466 Public Warrants to purchase common stock* 3,734 3,734 Stock options issued and outstanding 1,552 444 Restricted stock units issued and outstanding 560 — Authorized for future equity grants 935 143 Authorized for future ESPP purchases 400 — Total common stock reserved for future issuance 7,332 4,787 * Four Public Warrants are needed to purchase one share of common stock. The figures presented above reflect the number of shares of common stock underlying Public Warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company has reported net losses since inception and maintains a full valuation allowance. Therefore, the Company’s effective tax rate is 0% for the periods ended December 31, 2020 and 2019. The following table provides a reconciliation between income taxes computed at the federal statutory rate of 21% at both December 31, 2020 and 2019, respectively, and the Company’s provision for income taxes. Year ended December 31 2020 2019 Income tax at statutory rate 21.0 % 21.0 % State tax, net of federal tax benefit 4.9 — Permanent items (0.1 ) (0.8 ) Tax credits 0.4 0.2 Other (0.5 ) — Valuation allowance (decrease) increase (25.7 ) (20.4 ) Income tax expense — % — % Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31, 2020 and 2019 are shown below (in thousands): December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss $ 28,422 $ 20,336 Research and development credits 1,631 1,400 Depreciation and amortization 14 33 Stock based compensation 653 119 Accruals and other 422 194 31,142 22,082 Less valuation allowance (31,142 ) (22,082 ) Net deferred tax assets $ — $ — The Company maintains a full valuation allowance against its net deferred tax assets as realization of such assets is not more likely than not. At December 31, 2020 and 2019, the Company had federal tax net operating loss (“NOL”) carryforwards of approximately $110.8 million and $79.4 million, respectively, as well as state tax NOL carryforwards at December 31, 2020 and 2019 of approximately $84.3 million and $53.4 million, respectively. Federal NOL carryforwards began to expire during 2020 while the Company’s state NOL carryforwards begin to expire during various years, dependent on the jurisdiction. The Company also had federal research and development (“R&D”) tax credit carryforwards at December 31, 2020 and 2019 of approximately $0.9 million and $0.8 million, respectively, and state R&D tax credits of approximately $0.9 million and $0.8 million at December 31, 2020 and 2019, respectively. The federal and state R&D tax credit carryforwards will begin to expire during 2021 and do not expire, respectively. The Company has not performed a formal study validating its federal and state R&D tax credits and upon preparation, such tax credit carryforwards could vary from what was originally claimed on applicable income tax returns. Per Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, (“IRC”), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change, per IRC Section 382, is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year testing period. The Company has not completed a formal study to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred. If an ownership change has occurred, the Company’s ability to use NOL or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect. Because the Company has incurred NOLs, since inception, the federal and state income tax returns are open to examination for all taxable years. The Company records uncertain tax positions on the basis of a two-step process in which it determines whether it is more likely than not tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more likely than not recognition threshold the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it has no uncertain tax positions as of December 31, 2020 and 2019. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (H.R. 748) which includes a number of provisions relating to refundable payroll tax credits, deferment of employer portion of social security payments, NOL carryback periods, alternative minimum tax credit refunds, modifications to IRC Section 163(j) and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the effects of the CARES Act have been incorporated into the income tax provision for the year ended December 31, 2020. These provisions did not have a material impact on the income tax provision. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, 2021 (“CAA 2021”), which included a number of provisions including, but not limited to the extension of numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the deductibility of expenses paid with Paycheck Protection Program (“PPP”) loan funds that are forgiven. Accordingly, the effects of the CAA 2021 have been incorporated into the income tax provision for the year ended December 31, 2020. These provisions did not have a material impact on the income tax provision. Business Combination Tax Implications In connection with the Business Combination, the Company changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware. This reincorporation constituted a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the IRC. The IRC provides that corporations and shareholders do not recognize gain with respect to certain qualifying reorganizations. To satisfy the requirements for this nonrecognition benefit, a transaction must meet one of the statutory definitions of a “reorganization” set forth in IRC Section 368(a)(1). IRC Section 368(a)(1)(F) provides that a reorganization includes a mere change in identity, form, or place of organization. As a result of the reincorporation, the Company will be treated as a U.S. corporation for federal income tax purposes. For federal income tax purposes, the Business Combination qualified as a reverse triangular merger within the meaning IRC Sections 368(a) and 368(a)(2)(E). Additionally, the Company, Merger Sub, and DermTech Operations are all parties to the reorganization under IRC Section 368(b). As the transaction qualifies as reorganization under IRC Section 368(a), there are no tax consequences to either DermTech Operations or the Company and all tax attributes retain carryover basis. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Capital Leases Certain laboratory equipment has been acquired under a capital lease. The Company determined the interest rate implicit in the lease arrangement for the purpose of calculating the interest and principal components of each lease payment was 5.54%. Total capital lease interest expense was approximately $3,000 and zero for the years ended December 31, 2020 and 2019, respectively, and is included within Interest income/(expense) on the consolidated statements of operations. Long-term capital lease obligations are as follows (in thousands): December 31, 2020 Gross capital lease obligations $ 362 Less: imputed interest (27 ) Present value of net minimum lease payments 335 Less: current portion of capital lease obligations (109 ) Total long-term capital lease obligations $ 226 Operating Leases In January 2013, DermTech Operations entered into a non-cancelable lease agreement for its operating facilities. In January 2014, DermTech Operations signed an amendment to the lease to extend the term through January 2017. In November 2016, DermTech Operations signed a second amendment to the lease to extend the term through March 2022. In August 2019, DermTech Operations signed a third amendment to the lease to add additional space, and in September 2019, the Company signed a fourth amendment to the lease to add additional space. In February 2020, the Company signed a fifth amendment to the lease to add additional space. In connection with the Business Combination, the Company assumed all obligations under the lease, as amended, from DermTech Operations. As part of the fifth amendment, the Company was entitled to a tenant improvement allowance for certain costs incurred while performing these improvements in the amount of $0.3 million, which amount may be increased by up to $0.1 million at the Company’s election and subject to corresponding increase in rent. The Company records rent expense on a straight-line basis over the life of the lease and the difference between the average rent expense and cash payments for rent is recorded as deferred rent and is included in accrued liabilities on the consolidated balance sheet. Rent and associated common area maintenance expense totaled $1.8 million and $0.7 million for the years ended December 31, 2020 and 2019, respectively. Future minimum operating lease and capital lease payments for the operating facilities and laboratory equipment as of December 31, 2020 were (in thousands): 2021 2022 2023 Total Operating lease obligations $ 1,370 $ 1,411 $ 478 $ 3,259 Capital lease obligations, including interest 124 124 114 362 Total future minimum lease payments $ 1,494 $ 1,535 $ 592 $ 3,621 Deferred Underwriting Fees In connection with the execution of the Merger Agreement, the Company, DermTech Operations and Cowen and Company, LLC (“Cowen”) entered into a letter agreement, dated May 29, 2019, (the “Deferred Underwriting Fee Assignment Agreement”), pursuant to which the Company agreed to assign to DermTech Operations, and DermTech Operations agreed to assume, the Company’s obligations under the Underwriting Agreement, dated as of June 19, 2017 (the “Underwriting Agreement”), by and among the Company and Cowen. On September 4, 2019, the Company, DermTech Operations and Cowen amended the Deferred Underwriting Fee Assignment Agreement, pursuant to which the Company paid Cowen $0.8 million for the reduction of the balance owed by the Company to Cowen under the Underwriting Agreement to $1.4 million. Pursuant to the terms of the Deferred Underwriting Fee Assignment Agreement, as amended, if the Company raises at least $15.0 million in proceeds received from equity financings consummated prior to the one-year anniversary of the Business Combination, excluding the proceeds received from any financing consummated prior to or simultaneous with the Business Combination, then the Company will pay to the underwriters $1.4 million within one week of the one-year anniversary of the Business Combination. In connection with the Company’s 2020 PIPE Financing, the Company raised $ million in gross proceeds, which satisfied this condition of the Deferred Underwriting Fee Assignment Agreement. Legal Proceedings The Company is not currently party to any material legal proceedings. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 7. Retirement Plan The Company has an IRC Section 401(k) retirement plan, covering all employees. The Company does not offer a contribution percentage match. |
Business Combination with DermT
Business Combination with DermTech Operations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination with DermTech Operations | 8. Business Combination with DermTech Operations On August 29, 2019, the Company completed the Business Combination with DermTech Operations. Upon the closing of the Business Combination, DermTech Operations became a wholly-owned subsidiary of the Company. The Business Combination was accounted for as a reverse acquisition in accordance with ASC 805-40, Business Combinations, Reverse Acquisitions, as the stockholders of DermTech Operations obtained effective control of the Company through (1) a majority of the voting common stock of the post-merger company, (2) appointment of a majority of the board of directors, (3) continued business operations of DermTech Operations, including certain directors and management, and (4) the ability to appoint the executive officers of the combined company. Accordingly, the assets, liabilities and results of operations prior periods presented before the Business Combination reflect those of DermTech Operations. Since the Business Combination, the assets, liabilities, and results of operations have been presented on a consolidated basis. Historical stockholders’ (deficit) equity of the Company prior to the Business Combination has been retroactively adjusted for the equivalent number of shares received by the stockholders of DermTech Operations after giving effect to any difference in par value of the Company and the DermTech Operations’ stock, with any such difference recognized as additional paid-in capital. Retained earnings and other equity balances of the Company/DermTech Operations have been carried forward after the Business Combination. Certain direct costs incurred in connection with the Business Combination were expensed in the period that such costs were incurred and services were received. Approximately $0.2 million in printer fees related to the Business Combination were treated as a reduction of the total amount of equity raised as an offset to additional paid in capital. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions During 2019 and 2020, the Company engaged EVERSANA Life Science Services, LLC, or EVERSANA, to provide certain marketing services to the Company. Leana Wood, the spouse of Todd Wood, the Company’s Chief Commercial Offer, is an employee of EVERSANA. The Company incurred $1.3 million and $0.4 million in costs for the year ended December 31, 2020 and 2019, respectively. On October 1, 2019, we entered into a consulting agreement with Michael Dobak pursuant to which we will compensate Michael Dobak, in an amount not to exceed $100,000, for certain public relations and marketing services. On July 28, 2020, the Company and Michael Dobak entered into an amendment to such consulting agreement to modify the terms of Michael Dobak’s compensation. The amended consulting agreement compensates Michael Dobak $15,000 per month for the period May 11, 2020 through September 30, 2020 and also grants him a restricted stock unit award that fully vests in a single installment on August 31, 2020 and represents the contingent right to receive 5,000 shares of common stock on January 2, 2021. On November 11, 2020, the Company and Michael Dobak entered into an amendment to such consulting agreement to extend the term through December 31, 2020 with a continued monthly payment of $15,000. Michael Dobak is the brother of Dr. John Dobak, the Company’s Chief Executive Officer. The Company incurred $0.2 million and $20,000 in costs for the year ended December 31, 2020 and 2019, respectively. There were no other related party transactions identified for the years ended December 31, 2020 or 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events 2021 Underwritten Public Offering On January 6, 2021, the Company, entered into an Underwriting Agreement with Cowen and Company, LLC and William Blair & Company, L.L.C. as representatives of several underwriters, or the Underwriters. The Company agreed to issue and sell up to 4,237,288 shares of its common stock including up to 635,593 shares that could be purchased by the Underwriters pursuant to a 30-day option granted to the Underwriters by the Company. On January 11, 2021, the Company closed the underwritten public offering of 4,872,881 shares of its common stock, which included the exercise in full by the Underwriters of their option to purchase up to 635,593 additional shares, at a price to the public of $29.50 per share. The Company’s aggregate gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, were $143.7 million. Public Warrant Exercises Through March 1, 2021, a total of 12,059,171 public warrants were exercised resulting in the issuance of 3,014,786 common shares. The Company has received a total of $69.3 million in total proceeds from these public warrant exercises. The Company considered subsequent events through March 5, 2021, the date the consolidated financial statements were available to be issued. |
The Company and a Summary of _2
The Company and a Summary of its Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | (a) Nature of Operations On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two reverse stock split of its common stock (“Reverse Stock Split”). The Company is an emerging growth molecular diagnostic company developing and marketing its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) laboratory services including molecular pathology tests to facilitate the diagnosis of dermatologic conditions including melanoma. The Company has developed a proprietary, non-invasive technique for sampling the surface layers of the skin using an adhesive patch in order to collect individual biological information for commercial applications in the medical diagnostic field. From the end of the first quarter and through the fourth quarter of 2020, there has been a widespread worldwide impact from the COVID-19 pandemic. The Company is considered an essential business due to the importance of early melanoma detection, which has allowed the Company’s CLIA laboratory to remain fully operational. The Company has implemented additional safety measures and social distancing with its CLIA laboratory operations and has transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the fourth quarter of 2020, the ongoing COVID-19 pandemic has reduced patient access to clinician offices for in-person testing, which has resulted in a reduced volume of billable samples received during the fourth quarter of 2020 relative to the Company’s pre-pandemic expectations. The Company expects the ongoing COVID-19 pandemic to continue to adversely impact billable sample volume until patient access to in-person testing fully resumes or telemedicine options are more widely adopted. Additionally, the ongoing COVID-19 pandemic has negatively affected and will continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent of such effect on the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. |
Basis of Presentation | (b) Basis of Presentation The consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”). In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. |
Use of Estimates | (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management 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 amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including those related, but not limited to, assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, the useful lives and recoverability of property and equipment |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all highly liquid investments with remaining maturities of three months or less when purchased to be cash equivalents. The Company maintains its cash balances at banks and financial institutions. The balances are insured up to the Federal Deposit Insurance Corporation legal limit. The Company maintains cash balances that may, at times, exceed this insured limit. |
Marketable Securities | (e) Marketable Securities The Company considers securities with original maturities of greater than 90 days to be marketable securities. The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as current assets on the accompanying consolidated balance sheets. The Company’s marketable securities consist of U.S. Treasury and agency securities, commercial paper, and corporate debt securities. Marketable securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive loss. The estimated fair value of the marketable securities is determined based on quoted market prices or rates for similar instruments. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company has determined that there were no other-than-temporary declines in fair values of its investments as of December 31, 2020. |
Deferred Issuance Costs | (f) Deferred Issuance Costs The Company capitalizes certain legal and other third-party fees that are direct and incremental costs associated with in process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Deferred issuance costs amounted to $0.1 million and zero as of December 31, 2020 and 2019, respectively, and was recorded as a component of prepaid expenses and other current assets on the consolidated balance sheets . |
Property and Equipment | Property and Equipment office, computer and laboratory equipment, including laboratory equipment acquired under capital lease arrangements. The Company assesses its long-lived assets, consisting primarily of property and equipment, for impairment when material events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses for the years ended December 31, 2020 and 2019. |
Research and Development | ( h ) Research and Development Costs incurred in connection with research and development (“R&D”) activities are expensed as incurred. R&D expenses consist of (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) and facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities and laboratory and other supplies. The Company expenses all costs as incurred in connection with patent applications (including direct application fees and the legal and consulting expenses related to making such applications), and such costs are included in general and administrative expenses. |
Concentration of Credit Risk | ( i ) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of December 31, 2020, the Company maintained $17.4 million in a sweep account, which maintains cash balances throughout various interest bearing bank accounts under the $250,000 insurance limit provided by the Federal Deposit Insurance Corporation for one federally insured financial institution. Approximately $6.8 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of December 31, 2020. The Company has not experienced any losses in such accounts. |
Income Taxes | ( j ) Income Taxes The Company provides for federal and state income taxes on the asset and liability approach which requires deferred tax assets and liabilities to be recognized based on temporary differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year and prior year operating losses, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 2020. Current and deferred tax assets and liabilities are recognized based on the tax positions taken or expected to be taken in the Company’s income tax returns. U.S. GAAP requires that the tax benefits of an uncertain tax position can only be recognized when it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Tax benefits related to tax positions that do not meet this criterion are not recognized in the consolidated financial statements, of which there are none. The Company recognizes interest and penalties related to income tax matters in income tax expense. |
Revenue Recognition | ( k ) Revenue Recognition The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) The Company recognizes revenue from its assay and contract services in accordance with the core principles and key aspects considered by the Company. These considerations are described in detail below, first for Assay Revenue and then for Contract Revenue. Assay Revenue The Company generates revenues from its PLA and Nevome tests it provides to healthcare clinicians in various states throughout the United States to assist in a clinician’s diagnosis of melanoma. The Company provides prescribing clinicians with its Smart Sticker adhesive sample collection kits to perform non-invasive skin biopsies of clinically ambiguous pigmented skin lesions on patients. The Company also offers clinicians a telemedicine solution where they can request the PLA collection kit be sent to the patient’s home for a clinician-guided remote collection on ambiguous pigmented skin lesions. Once the sample is collected by the healthcare clinician or the patient via the telemedicine solution, it is returned to the Company’s CLIA laboratory for analysis. The patient’s RNA and DNA are extracted from the Smart Sticker adhesive patch collection kit and analyzed using gene expression technology to determine if the pigmented skin lesion contains certain genomic features indicative of melanoma. Upon completion of the gene expression analysis, a final report is drafted and provided to the dermatologists detailing the test results for the pigmented skin lesion indicating whether the sample collected is indicative of melanoma or not. Contracts The Company’s customer is the patient. However, the Company does not enter into a formal reimbursement agreement with a patient, as formal reimbursement agreements are more commonly established with insurance payors. Accordingly, the Company establishes an agreement with a patient in accordance with other customary business practices. • Approval of an agreement is established by the use of the Company’s the Company’s • The Company is obligated to perform the Company’s • Payment terms are a function of a patient’s existing insurance benefits. • Once the Company delivers a patient’s test result to the ordering physician, the Company is legally able to collect payment and bill an insurer and/or patient, depending on payor agreement status or patient insurance benefit status. • The Company’s consideration is deemed to be variable, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained. Performance Obligations A performance obligation is a promise in an agreement to transfer a distinct good or service (or a bundle of goods or services) to the customer. The customer is able to order a PLA test. However, a Nevome test cannot be ordered separately from the PLA test and it is contingent on being run only when a PLA test comes back positive on a sample. The Nevome test would not qualify as a distinct service. Therefore, the PLA test is recognized as a single performance obligation and the Nevome test, if rendered, is bundled with the single PLA performance obligation. Transaction Price The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected from an agreement with a customer may include fixed amounts, variable amounts, or both. The consideration derived from the Company’s agreements is deemed to be variable, though the variability is not explicitly stated in any agreement. Rather, the implied variability is due to several factors, such as the amount of contractual adjustments, any patient co-payments, deductibles or patient compliance incentives, the existence of secondary payors and claim denials. The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payor reimbursement agreements. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was not material for the years ended December 31, 2020 and 2019, respectively. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for an agreement with a patient, it will account for the change as an increase in the estimate of the transaction price (i.e., an upward revenue adjustment) in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price (i.e., a downward revenue adjustment), provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of a patient’s test result to the ordering physician, with recognition, generally occurring at the date of cash receipt. Allocate the Transaction Price The entire transaction price is allocated entirely to the single performance obligation contained within the agreement with a patient. Recognize Revenue The Company’s single performance obligation is satisfied at a point in time, and that point in time is defined as the date a patient’s successful test result is delivered to the patient’s ordering physician. The Company considers this date to be the time at which the patient obtains control of the final results of the promised test service. If a Nevome test service is ordered and completed in conjunction with the Company’s PLA service, then the Company will recognize revenue upon the delivery of both final reports to the physician. The delivery of the Company’s Nevome test results are typically after the Company’s PLA results are delivered due to the circumstances of how the Company processes the Nevome test. However, this length in time is determined to not materially impact the final overall revenue recognition timing. Contract Revenue Contract revenue is generated from the sale of laboratory services and adhesive sample collection kits to third party companies through contract research agreements. Revenues are generated from providing gene expression tests to facilitate the development of drugs designed to treat dermatologic conditions. The provision of gene expression services may include sample collection using the Company’s patented adhesive patch collection kits, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. Contracts As part of the Company’s contract revenue, the Company has established agreements and work orders with the Company’s third-party partners that fall under the scope of ASC 606. Performance Obligations ASC 606 requires an entity to assess the goods or services promised in a contract and identify as a performance obligation each promise to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct, or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Based upon review of existing contracts, a majority of the Company’s contract revenue agreements contain three performance obligations: (1) Adhesive sample collection kits (2) RNA extractions and analysis (3) Certain project management fees Many of the Company’s contract revenue agreements contain promises such as start-up activities and quality system setup fees, which are activities that the Company performs to fulfill the agreement and they do not transfer any good or service to the customer. These promises encompass the administrative tasks associated with beginning and initiating a new project or study with a third-party company. In accordance with ASC 606, an entity does not account for these activities as a promised good or service within the agreement nor evaluate whether they are a performance obligation. Transaction Price The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in an agreement with a customer may include fixed amounts, variable amounts, or both. The transaction prices of the Company’s performance obligations are listed in its agreements on a per unit basis and are fixed for adhesive sample collection kits and RNA extractions and analysis. The project management fees are assessed based on a monthly service fee which range within the agreements depending on certain factors which include length of the project and the amount of kits or RNA extractions and analysis promised within the agreement. The fixed and variable rates are materially consistent within the Company’s agreements. Therefore, the Company utilizes the prices listed in our agreements as the transaction price for each performance obligation. In determining the transaction price, ASC 606 requires an entity to adjust the promised amount of consideration for the effects of the time value of money if the agreement contains a significant financing component. The Company’s agreements state fixed transaction prices for each deliverable associated with the agreement and do not qualify for the significant financing component of ASC 606. Allocate the Transaction Price The Company’s contracts have a directly observable transaction price pertaining to each promised good or service. Those prices are consistent across agreements for adhesive sample collection kits and RNA extractions and analysis, with the exception of the Company’s project management fees, which the Company’s believes encompass a sufficiently narrow range of prices that are dictated upon factors of each agreement previously discussed above. Therefore, the Company’s relies on those transaction prices as the basis to allocate the stand-alone selling prices to the performance obligations of the agreement. Most of the Company’s agreements contain a discount that is allocated to items within the agreement, whether they are performance obligations or not. Those items that are not performance obligations (e.g. quality system setup and start up fees) have the associated discount allocated to the transaction prices of the performance obligations evenly. Recognize Revenue An entity should recognize revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The adhesive sample collection kits are recognized at a point in time when shipped to the customer. The RNA extraction and analysis are recognized at a point in time when the extraction and analysis process is complete and the results are sent to the customer. The Company provides its project management service over the life of the agreement, providing equal benefit to the customer throughout the life of the project or study. Therefore, the revenue related to the Company’s project management fees is recognized straight-line over the life of the agreement. ( a ) Disaggregation of Revenue The following tables present the Company’s revenues disaggregated by revenue source during the years ended December 31, 2020 and 2019, respectively (in thousands): Year Ended December 31, 2020 2019 Assay Revenue PLA Test $ 4,241 $ 1,403 Contract Revenue Adhesive patch kits 213 476 RNA extractions 1,172 626 Project management fees 258 336 Other 1 523 Total revenues $ 5,885 $ 3,364 In 2020, there were two payors and one customer that each accounted for more than 10% of our total revenue. These two payors and one customer combined accounted for 66% of our total revenue for the twelve months ended December 31, 2020. There were no other payors or customers that individually accounted for more than 10% of our total revenue for the twelve months ended December 31, 2020. In addition, the Company had two payors and one customer that each accounted for more than 10% of accounts receivable at December 31, 2020. These two payors and one customer combined accounted for 38% of accounts receivable at December 31, 2020. There were no other payors or customers that individually accounted for more than 10% of accounts receivable at December 31, 2020. ( b ) Deferred Revenue and Remaining Performance Obligations The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. In a majority of agreements that produce contract revenue, the Company receives a substantial up-front payment and additional payments upon the achievement of various milestones over the life of the agreement. This results in deferred revenue and is relieved upon delivery of the applicable adhesive patch kits or RNA extraction results. Changes in accounts receivable and deferred revenue were not materially impacted by any other factors. The Company records a deferred revenue liability if a customer pays consideration before the Company transfers a good or service to the customer. Deferred revenue primarily represents upfront milestone payments, for which consideration is received prior to when goods/services are completed or delivered. Upfront fees that are estimated to be recognized as revenue more than one year from the date of collection are classified as long-term deferred revenue. Short-term deferred revenue as of December 31, 2020 and December 31, 2019 was $0.9 million and $1.4 million, respectively. Long-term deferred revenue as of December 31, 2020 and December 31, 2019 was $0.6 million and zero, respectively. Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing agreements. For agreements that have an original duration of one year or less, the Company has elected the practical expedient applicable to such agreements and does not disclose the remaining performance obligations at the end of each reporting period and when the Company expects to recognize this revenue. As of December 31, 2020, the estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied for executed agreements with an original duration of one year or more was approximately $1.8 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. |
Accounts Receivable | ( l ) Accounts Receivable Assay Accounts Receivable Due to the nature of the Company’s assay revenue, it can take a significant amount of time to collect upon billed PLA tests. The Company prepares an analysis on reimbursement collections and data obtained for each financial reporting period to determine the amount of receivables to be recorded relating to PLA tests performed in the applicable period. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. Accounts receivable are written off when all efforts to collect the balance have been exhausted. Adjustments for implicit price concessions attributable to variable consideration are incorporated into the measurement of the accounts receivable balances. The Company recorded $1.0 million and $0.5 million of gross assay accounts receivable as of December 31, 2020 and 2019, respectively. Contract Accounts Receivable Contract accounts receivable are recorded at the net invoice value and are not interest bearing. The Company reserves specific receivables if collectability is no longer reasonably assured, and as of December 31, 2020, the Company did not maintain any reserve over contract receivables as they relate to large established credit worthy customers. The Company re-evaluates such reserves on a regular basis and adjusts its reserves as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company recorded $0.5 million and $0.3 million of contract accounts receivable as of December 31, 2020 and 2019, respectively. |
Freight and Shipping Costs | ( m ) Freight and Shipping Costs The Company records outbound freight and shipping costs for its contract and assay revenues in cost of revenues. |
Comprehensive Loss | ( n ) Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. We report net loss and the components of other comprehensive loss, including unrealized gains and losses on marketable securities, net of their related tax effect to arrive at total comprehensive loss. |
Segment Reporting | ( o ) Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. |
Net Loss Per Share | ( p ) Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average common shares outstanding during the period. Because there is a net loss attributable to common shareholders during the years ended December 31, 2020 and 2019, the outstanding common stock warrants, stock options, restricted stock units and preferred stock have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted loss per share are the same. Diluted net loss per common share for the year ended December 31, 2020 excludes the effect of anti-dilutive equity instruments including zero shares of common stock issuable upon conversion of the Company’s the Company’s |
Stock-Based Compensation | ( q ) Stock-Based Compensation Effective January 1, 2020, the Company elected an accounting policy change to no longer estimate forfeitures in connection with expense recognition of stock options and RSUs. All stock options and RSUs granted on or subsequent to January 1, 2020 will recognize forfeitures when they occur in accordance with ASU 2016-09, Compensation - Stock Compensation (Topic 718) Compensation costs associated with stock option awards and other forms of equity compensation are measured at the grant-date fair value of the awards and recognized over the requisite service period of the awards on a ratable basis. The Company grants stock options to purchase common stock to employees with exercise prices equal to the fair market value of the underlying stock, as determined by the board of directors, management and outside valuation experts prior to the Business Combination. The board of directors and outside valuation experts determined the fair value of the underlying stock by considering a number of factors, including historical and projected financial results, the risks the Company faced at the time, the preferences of the Company’s debt holders and preferred stockholders, and the lack of liquidity of the Company’s common stock. Subsequent to the close of the Business Combination, the fair market value of stock options is based on the closing stock price on the grant date. The fair value of each stock option award is estimated using the Black-Scholes-Merton valuation model. Such value is recognized as expense over the requisite service period using the ratable method. The expected term of options is based on the simplified method which defines the expected term as the average of the contractual term of the options and the weighted average vesting period for all option tranches. The expected volatility of stock options is based upon the historical volatility of a number of related publicly traded companies in similar stages of development as well as the volatility of the Company’s common stock. The risk-free interest rate is based on the average yield of U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company accounts for stock options to non-employees using the fair value approach. The fair value of these options is measured using the Black-Scholes-Merton option pricing model, reflecting the same assumptions applied to employee options, other than expected life, which is assumed to be the remaining contractual life of the award. Options that are granted to employees generally have a requisite service period of three to four years. RSUs are considered restricted stock. The fair value of restricted stock is equal to the fair market value of the underlying stock, as determined by the board of directors, management and input from outside valuation experts prior to the Business Combination. Subsequent to the close of the Business Combination, the fair market value of RSUs is based on the closing stock price on the grant date. The Company recognizes stock-based compensation expense based on the fair value on a ratable basis over the requisite service periods of the awards. RSUs that are granted to employees have a requisite service period typically between two and four years. All stock options and RSUs granted prior to January 1, 2020 will maintain the estimated forfeiture approach and will be recognized over the requisite service period using the straight-line method. The fair value of each option for employees was estimated on the date of grant using the following assumptions: Year Ended December 31, 2020 2019 Assumed risk-free interest rate 0.36% - 1.69% 1.68% - 2.50% Assumed volatility 64.03% - 73.44% 72.30% - 73.50% Expected option term 5.04 - 6.25 6.02 - 6.08 Expected dividend yield — — The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: Year Ended December 31, 2020 Assumed risk-free interest rate 0.18% Assumed volatility 68.44% Expected option term 0.49 years Expected dividend yield — The Company recorded stock-based compensation expense for employee options, RSUs, and consultant options of $5.0 million and $1.3 million for the years ended December 31, 2020 and 2019. The total compensation cost related to non-vested awards not yet recognized at December 31, 2020 was $14.1 million, which is expected to be recognized over a weighted average term of 2.95 years. |
Fair Value Measurements | ( r ) Fair Value Measurements The Company measures certain financial assets at fair value on a recurring basis. 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 measurement date. The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table provides a summary of the assets that are measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at Reporting Date December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 448 $ — $ — $ 448 Marketable securities, available for sale: Corporate debt — 8,940 — 8,940 Municipal securities — 7,324 — 7,324 U.S. government debt securities — 23,265 — 23,265 Total marketable securities, available for sale — 39,529 — 39,529 Total assets measured at fair value on a recurring basis $ 448 $ 39,529 $ — $ 39,977 The Company’s marketable debt securities are classified as available-for-sale securities based on management's intentions and are at level 2 of the fair value hierarchy, as these investment securities are valued based upon quoted prices for identical or similar instruments in markets that are not active. The Company has classified marketable securities with original maturities of greater than one year as short-term investments based upon the Company’s ability to use all of those marketable securities to satisfy the liquidity needs of the Company’s current operations. There were no assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2019. The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these accounts. |
Accounting Pronouncement Recently Adopted | ( s ) Accounting Pronouncement Recently Adopted In June 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation-Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Accounting Pronouncements Issued But Not Yet Effective | ( t ) Accounting Pronouncements Issued But Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, Leases Leases Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities The Company is currently evaluating the impact of this standard on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , 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 and available-for-sale debt securities. This standard covers the Company’s financial instruments, such as debt securities that are available for sale. Previously, when credit losses were measured under U.S. GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. The new guidance requires companies to identify, analyze, document and support new methodologies for quantifying expected credit loss estimates for financial instruments, using information such as historical experience and current economic conditions, plus the use of reasonable supportable forecast information. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses , which included an amendment of the effective date for nonpublic entities. For non-EGCs, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. For EGCs, ASU 2016-13 was to be effective for fiscal years beginning after December 15, 2021. However, in November 2019, the FASB issued ASU 2019-10, which included a one-year deferral of the effective date of ASU 2016-13 for certain entities. As a result, ASU is now effective for EGCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, and the standard is adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Assuming the Company remains an EGC, it intends to adopt ASU 2016-13 at the beginning of its fiscal year ending December 31, 2022. Adoption will require a modified retrospective transition. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
The Company and a Summary of _3
The Company and a Summary of its Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following tables present the Company’s revenues disaggregated by revenue source during the years ended December 31, 2020 and 2019, respectively (in thousands): Year Ended December 31, 2020 2019 Assay Revenue PLA Test $ 4,241 $ 1,403 Contract Revenue Adhesive patch kits 213 476 RNA extractions 1,172 626 Project management fees 258 336 Other 1 523 Total revenues $ 5,885 $ 3,364 |
Assumptions Used to Estimate Fair Value of Each Option for Employees on Date of Grant | The fair value of each option for employees was estimated on the date of grant using the following assumptions: Year Ended December 31, 2020 2019 Assumed risk-free interest rate 0.36% - 1.69% 1.68% - 2.50% Assumed volatility 64.03% - 73.44% 72.30% - 73.50% Expected option term 5.04 - 6.25 6.02 - 6.08 Expected dividend yield — — The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: Year Ended December 31, 2020 Assumed risk-free interest rate 0.18% Assumed volatility 68.44% Expected option term 0.49 years Expected dividend yield — |
Summary of Assets Measured at Fair Value On Recurring Basis | The following table provides a summary of the assets that are measured at fair value on a recurring basis as of December 31, 2020 (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 448 $ — $ — $ 448 Marketable securities, available for sale: Corporate debt — 8,940 — 8,940 Municipal securities — 7,324 — 7,324 U.S. government debt securities — 23,265 — 23,265 Total marketable securities, available for sale — 39,529 — 39,529 Total assets measured at fair value on a recurring basis $ 448 $ 39,529 $ — $ 39,977 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Short-Term Marketable Securities | The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value debt securities classified as available-for-sale securities by major security type and class of security at December 31, 2020 were as follows (in thousands): December 31, 2020 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt $ 8,946 $ — $ (6 ) $ 8,940 Municipal securities 7,325 1 (2 ) 7,324 U.S. government debt securities 23,259 6 — 23,265 Total short-term marketable securities, available-for-sale $ 39,530 $ 7 $ (8 ) $ 39,529 |
Schedule of Prepaid Expenses and PP&E | Consolidated balance sheet details are as follows (in thousands): December 31, 2020 December 31, 2019 Prepaid expenses and other current assets: Prepaid insurance $ 1,172 $ 951 Prepaid trade shows — 85 Prepaid software development fees 214 — Deferred issuance costs 56 — Other current assets 79 25 Total prepaid expenses and other current assets $ 1,521 $ 1,061 Property and equipment, gross: Laboratory equipment $ 2,544 $ 1,135 Computer equipment 38 15 Furniture and fixtures 109 34 Leasehold improvements 727 32 Total property and equipment, gross 3,418 1,216 Less accumulated depreciation (687 ) (239 ) Total property and equipment, net $ 2,731 $ 977 |
Schedule of Accrued Liabilities and Accrued Compensation | Consolidated balance sheet details are as follows (in thousands): December 31, 2020 December 31, 2019 Accrued liabilities: Accrued consulting services $ 285 $ 37 Accrued printing fees — 55 Deferred rent 300 88 Other accrued expenses 178 38 Total accrued liabilities $ 763 $ 218 Accrued compensation: Accrued paid time off $ 606 $ 309 Accrued bonus and deferred compensation 1,469 465 Accrued severance — 368 Total accrued compensation $ 2,075 $ 1,142 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Options transactions | The following table summarizes stock option transactions for the years ended December 31, 2020 and 2019: Total options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2018 535,051 $ 3.25 6.86 $ 8 Granted 662,470 1.45 Exercised (725,719 ) 1.28 Forfeited (28,255 ) 2.63 Outstanding at December 31, 2019 443,547 $ 3.84 7.80 $ 3,796 Granted 1,285,183 12.25 Exercised (143,995 ) 3.29 Forfeited (32,252 ) 8.28 Outstanding at December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Options vested and expected to vest as of December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Options exercisable as of December 31, 2020 382,152 $ 5.99 7.34 $ 10,108 |
Summary of Restricted Stock units Award Transactions | The following table summarizes RSU transactions for the years ended December 31, 2020 and 2019: Total RSUs Weighted average grant date fair value per share Outstanding at December 31, 2018 465,567 $ 4.15 Released (339,025 ) 4.16 Forfeited (126,542 ) 4.11 Outstanding at December 31, 2019 — $ — Granted 739,962 12.47 Released (175,527 ) 11.60 Forfeited (3,938 ) 11.41 Outstanding at December 31, 2020 560,497 $ 12.75 RSUs vested and expected to vest as of December 31, 2020 560,497 $ 12.75 RSUs vested, but not yet issued as of December 31, 2020 5,000 $ 13.98 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following at December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Warrants to purchase common stock 151 466 Public Warrants to purchase common stock* 3,734 3,734 Stock options issued and outstanding 1,552 444 Restricted stock units issued and outstanding 560 — Authorized for future equity grants 935 143 Authorized for future ESPP purchases 400 — Total common stock reserved for future issuance 7,332 4,787 * Four Public Warrants are needed to purchase one share of common stock. The figures presented above reflect the number of shares of common stock underlying Public Warrants. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Rate | The following table provides a reconciliation between income taxes computed at the federal statutory rate of 21% at both December 31, 2020 and 2019, respectively, and the Company’s provision for income taxes Year ended December 31 2020 2019 Income tax at statutory rate 21.0 % 21.0 % State tax, net of federal tax benefit 4.9 — Permanent items (0.1 ) (0.8 ) Tax credits 0.4 0.2 Other (0.5 ) — Valuation allowance (decrease) increase (25.7 ) (20.4 ) Income tax expense — % — % |
Schedule of Deferred Tax Assets and Liabilities from Federal and State income Taxes | Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31, 2020 and 2019 are shown below (in thousands): December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss $ 28,422 $ 20,336 Research and development credits 1,631 1,400 Depreciation and amortization 14 33 Stock based compensation 653 119 Accruals and other 422 194 31,142 22,082 Less valuation allowance (31,142 ) (22,082 ) Net deferred tax assets $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Long-term Capital Lease Obligations | Certain laboratory equipment has been acquired under a capital lease. The Company determined the interest rate implicit in the lease arrangement for the purpose of calculating the interest and principal components of each lease payment was 5.54%. Total capital lease interest expense was approximately $3,000 and zero for the years ended December 31, 2020 and 2019, respectively, and is included within Interest income/(expense) on the consolidated statements of operations. Long-term capital lease obligations are as follows (in thousands): December 31, 2020 Gross capital lease obligations $ 362 Less: imputed interest (27 ) Present value of net minimum lease payments 335 Less: current portion of capital lease obligations (109 ) Total long-term capital lease obligations $ 226 |
Schedule of Future Minimum Operating Lease and Capital Lease Payments for Operating Facilities and Laboratory Equipment | Future minimum operating lease and capital lease payments for the operating facilities and laboratory equipment as of December 31, 2020 were (in thousands): 2021 2022 2023 Total Operating lease obligations $ 1,370 $ 1,411 $ 478 $ 3,259 Capital lease obligations, including interest 124 124 114 362 Total future minimum lease payments $ 1,494 $ 1,535 $ 592 $ 3,621 |
The Company and a Summary of _4
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Revenue_StreamPayorCustomerSegmentshares | Dec. 31, 2019USD ($)shares | |
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Conversion ratio of reverse stock split | 0.5 | |
Description of reverse stock split of common stock | one-for-two | |
Deferred issuance costs | $ 77,000 | |
Depreciation expense | 486,000 | $ 89,000 |
Gross assets | 3,418,000 | 1,216,000 |
Disposal of plant or equipment | 52,000 | 0 |
Impairment losses | 0 | 0 |
Sweep account | 17,400,000 | |
Insured amount by FDIC | 250,000 | |
Cash held in excess of FDIC limit | $ 6,800,000 | |
Number of revenue streams | Revenue_Stream | 2 | |
Short-term deferred revenue | $ 905,000 | 1,390,000 |
Long-term deferred revenue | 639,000 | 0 |
Accounts receivable | $ 1,480,000 | 680,000 |
Number of operating segments | Segment | 1 | |
Stock-based compensation expense | $ 5,000,000 | 1,300,000 |
Compensation cost related to non-vested awards not yet recognized | $ 14,100,000 | |
Weighted average term expected to be recognized | 2 years 11 months 12 days | |
Fair value other assets measured on recurring basis | 0 | |
Fair value liabilities measured on recurring basis | $ 0 | |
Conversion of Preferred Stock | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 0 | 615,385 |
Common Stock Warrants | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 3,885,311 | 4,200,497 |
Stock Options | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 2,112,980 | |
Stock Options and Restricted Stock Units | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 443,547 | |
Assay Revenue | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Accounts receivable gross | $ 1,000,000 | $ 500,000 |
Contract Revenue | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Accounts receivable | $ 500,000 | 300,000 |
Revenue | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 66.00% | |
Number of payors | Payor | 2 | |
Number of customers | Customer | 1 | |
Accounts Receivable | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 38.00% | |
Number of payors | Payor | 2 | |
Number of customers | Customer | 1 | |
Minimum | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Useful life of the assets | 2 years | |
Minimum | Stock Options | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Requisite service period | 3 years | |
Minimum | Restricted Stock Units | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Requisite service period | 2 years | |
Minimum | Revenue | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Number of payors | Payor | 2 | |
Number of customers | Customer | 1 | |
Minimum | Accounts Receivable | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Number of payors | Payor | 2 | |
Number of customers | Customer | 1 | |
Maximum | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Useful life of the assets | 5 years | |
Maximum | Stock Options | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Requisite service period | 4 years | |
Maximum | Restricted Stock Units | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Requisite service period | 4 years | |
Amortization of Laboratory Equipment Acquired under Capital Leases | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Depreciation expense | $ 10,000 | 0 |
Assets Recorded under Capital Leases | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Gross assets | 300,000 | 0 |
Accumulated amortization | 10,000 | 0 |
Prepaid Expenses and Other Current Assets | ||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||
Deferred issuance costs | $ 100,000 | $ 0 |
The Company and a Summary of _5
The Company and a Summary of its Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 5,885 | $ 3,364 |
Assay Revenue, PLA Test | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 4,241 | 1,403 |
Contract Revenue, Adhesive Patch kits | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 213 | 476 |
Contract Revenue, RNA Extractions | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 1,172 | 626 |
Contract Revenue, Project Management Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 258 | 336 |
Contract Revenue, Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 1 | $ 523 |
The Company and a Summary of _6
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details 1) $ in Millions | Dec. 31, 2020USD ($) |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Remaining performance obligation, estimated revenue expected to be recognized | $ 1.8 |
Minimum | |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years |
Maximum | |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years |
The Company and a Summary of _7
The Company and a Summary of its Significant Accounting Policies - Assumptions Used to Estimate Fair Value of Each Option for Employees on Date of Grant (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Assumed risk-free interest rate,minimum | 0.36% | 1.68% |
Assumed risk-free interest rate,maximum | 1.69% | 2.50% |
Assumed volatility,minimum | 64.03% | 72.30% |
Assumed volatility,maximum | 73.44% | 73.50% |
Expected option term | 5 months 26 days | |
Assumed risk-free interest rate | 0.18% | |
Assumed volatility | 68.44% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 5 years 14 days | 6 years 7 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 6 years 3 months | 6 years 29 days |
The Company and a Summary of _8
The Company and a Summary of its Significant Accounting Policies - Summary of Assets Measured at Fair Value On Recurring Basis (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Marketable securities, available for sale: | |
Marketable securities, available for sale | $ 39,529 |
Fair Value, Recurring | |
Assets: | |
Cash equivalents | 448 |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 39,529 |
Total assets measured at fair value on a recurring basis | 39,977 |
Fair Value, Recurring | Level 1 | |
Assets: | |
Cash equivalents | 448 |
Marketable securities, available for sale: | |
Total assets measured at fair value on a recurring basis | 448 |
Fair Value, Recurring | Level 2 | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 39,529 |
Total assets measured at fair value on a recurring basis | 39,529 |
Corporate Debt | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 8,940 |
Corporate Debt | Fair Value, Recurring | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 8,940 |
Corporate Debt | Fair Value, Recurring | Level 2 | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 8,940 |
Municipal Securities | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 7,324 |
Municipal Securities | Fair Value, Recurring | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 7,324 |
Municipal Securities | Fair Value, Recurring | Level 2 | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 7,324 |
U.S. Government Debt Securities | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | Level 2 | |
Marketable securities, available for sale: | |
Marketable securities, available for sale | $ 23,265 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Short-Term Marketable Securities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Investment Holdings [Line Items] | |
Amortized Cost | $ 39,530 |
Gross Unrealized Gain | 7 |
Gross Unrealized Loss | (8) |
Marketable securities, available for sale | 39,529 |
Corporate Debt | |
Investment Holdings [Line Items] | |
Amortized Cost | 8,946 |
Gross Unrealized Loss | (6) |
Marketable securities, available for sale | 8,940 |
Municipal Securities | |
Investment Holdings [Line Items] | |
Amortized Cost | 7,325 |
Gross Unrealized Gain | 1 |
Gross Unrealized Loss | (2) |
Marketable securities, available for sale | 7,324 |
U.S. Government Debt Securities | |
Investment Holdings [Line Items] | |
Amortized Cost | 23,259 |
Gross Unrealized Gain | 6 |
Marketable securities, available for sale | $ 23,265 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Marketable securities | $ 39,529,000 | $ 0 |
Estimated market value of debt securities with contractual maturities of less than 12 months | 37,300,000 | |
Estimated market value of remaining debt securities with contractual maturities of up to 14 months | $ 2,300,000 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Prepaid Expenses and PP&E (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets: | ||
Prepaid insurance | $ 1,172 | $ 951 |
Prepaid trade shows | 85 | |
Prepaid software development fees | 214 | |
Deferred issuance costs | 56 | |
Other current assets | 79 | 25 |
Total prepaid expenses and other current assets | 1,521 | 1,061 |
Property and equipment, gross: | ||
Laboratory equipment | 2,544 | 1,135 |
Computer equipment | 38 | 15 |
Furniture and fixtures | 109 | 34 |
Leasehold improvements | 727 | 32 |
Total property and equipment, gross | 3,418 | 1,216 |
Less accumulated depreciation | (687) | (239) |
Total property and equipment, net | $ 2,731 | $ 977 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Liabilities and Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued liabilities: | ||
Accrued consulting services | $ 285 | $ 37 |
Accrued printing fees | 55 | |
Deferred rent | 300 | 88 |
Other accrued expenses | 178 | 38 |
Total accrued liabilities | 763 | 218 |
Accrued compensation: | ||
Accrued paid time off | 606 | 309 |
Accrued bonus and deferred compensation | 1,469 | 465 |
Accrued severance | 368 | |
Total accrued compensation | $ 2,075 | $ 1,142 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 24, 2019$ / shares | Sep. 23, 2019USD ($)$ / shares | Aug. 29, 2019USD ($)shares | Jun. 10, 2019USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Gross proceeds from issuance of equity securities | $ 19,802,000 | ||||||
Proceeds from issuance of convertible note | 2,600,000 | ||||||
Convertible debt converted in to common shares | shares | 2,267,042 | ||||||
Gain on debt extinguishment | $ 900,000 | 928,000 | |||||
2018 Convertible Bridge Notes | |||||||
Debt Instrument [Line Items] | |||||||
Convertible note, principal amount | $ 6,800,000 | ||||||
Proceeds from issuance of convertible note | $ 6,600,000 | ||||||
Debt instrument, interest rate | 10.00% | ||||||
Debt maturity date | Mar. 31, 2019 | ||||||
Increase in interest rate if bridge notes not paid or converted | 15.00% | ||||||
Percentage of multiplier on price per share of new stock paid in qualified financing by investors | 70.00% | ||||||
Denominator for calculating capitalization value for price per share | $ 45,000,000 | ||||||
Debt discount | $ 2,500,000 | ||||||
Maturity date, description | As part of the amendment, the maturity dates of the notes were extended to the earliest of (i) September 24, 2019; (ii) the occurrence of an Event of Default (as defined in the 2018 Bridge Notes); (iii) the consummation of a liquidation or dissolution of DermTech Operations (iv) a Liquidation Transaction (as defined in the 2018 Bridge Notes); or (v) the consummation of a merger with or into the Company or any of its subsidiaries. | ||||||
Convertible notes conversion ratio | 0.70 | ||||||
Description of merger consideration | “Merger Consideration” means (i) the lesser of $6.46 and (ii) the offering price per share of the private investment in public equity (“PIPE”) transaction to be consummated concurrently with the consummation of the Qualifying Merger multiplied by the Conversion Ratio. | ||||||
Merger consideration maximum price per share | $ / shares | $ 6.46 | ||||||
Debt Conversion Ratio Number Used As Numerator to Derive Quotient | $ 8,000,000 | ||||||
Liability balance | $ 0 | 0 | |||||
2018 Convertible Bridge Notes | Other Expense | |||||||
Debt Instrument [Line Items] | |||||||
Loss on change in fair value of derivative liability | 0 | 400,000 | |||||
2018 Convertible Bridge Notes | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Gross proceeds from issuance of equity securities | 20,000,000 | ||||||
2019 Convertible Bridge Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 10.00% | ||||||
Debt discount | $ 300,000 | ||||||
Maturity date, description | These convertible bridge notes carried an interest rate of 10% and matured after the earliest to occur of: (i) September 25, 2019; (ii) the occurrence of an Event of Default; (iii) the consummation of a liquidation or dissolution of DermTech Operations; (iv) a Liquidation Transaction; or (v) the consummation of a merger of DermTech Operations with Merger Sub, a subsidiary of the Company, in accordance with the Merger Agreement. | ||||||
Debt Conversion Ratio Number Used As Numerator to Derive Quotient | $ 8,000,000 | ||||||
Proceeds from issuance of convertible note | $ 2,600,000 | ||||||
Debt conversion feature | Upon the conversion of these notes, the note holders were entitled to receive a number of shares of DermTech Operations’ common stock equal to the quotient obtained by dividing (i) the unpaid principal amount of these notes plus interest accrued but unpaid thereon, by (1) if the Qualifying Merger consummates prior to the maturity date, the lesser of (x) $5.80 and (y) 90% of the Merger Consideration (as defined below), or (2) if the Qualifying Merger consummates on or after the maturity date, the lesser of (x) $4.51 and (y) 70% of the Merger Consideration. | ||||||
Liability balance | $ 0 | 0 | |||||
2019 Convertible Bridge Notes | Other Expense | |||||||
Debt Instrument [Line Items] | |||||||
Loss on change in fair value of derivative liability | $ 0 | $ 14,000 | |||||
2019 Convertible Bridge Notes | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes conversion ratio | 0.70 | 0.90 | |||||
Convertible notes conversion price | $ / shares | $ 4.51 | $ 5.80 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders Equity - Additional Information (Details) | Nov. 10, 2020USD ($)$ / sharesshares | Aug. 10, 2020shares | May 27, 2020shares | Mar. 02, 2020USD ($)shares | Feb. 28, 2020USD ($)$ / sharesshares | Sep. 24, 2019 | Aug. 29, 2019USD ($)shares | Jan. 04, 2019USD ($) | Jun. 23, 2017shares | Aug. 31, 2016USD ($)$ / shares | Dec. 31, 2020USD ($)Warrant$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2018$ / sharesshares | May 29, 2019shares |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||
Common stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | ||||||||||||||||
Business combination shares issued for each share of common stock | 1.16 | ||||||||||||||||
Conversion ratio of reverse stock split | 0.5 | ||||||||||||||||
Proceeds from issuance of Convertible Preferred Stock | $ | $ 4,000,000 | ||||||||||||||||
Preferred stock, issuance costs | $ | $ 77,000 | ||||||||||||||||
Common stock warrants issued | 102,740 | ||||||||||||||||
Issuance of preferred stock, total offering amount | $ | 934,000 | ||||||||||||||||
Issuance of common stock through conversion, Shares | 615,385 | ||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 19,802,000 | ||||||||||||||||
Stock-based compensation expense recognized as a result of accelerated vesting | $ | $ 400,000 | ||||||||||||||||
Common stock available for issuance | 7,332 | 4,787 | |||||||||||||||
2010 Stock Option Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock initially reserved for issuance | 1,000,000 | ||||||||||||||||
Contractual term of options granted | 10 years | ||||||||||||||||
Options remain available for future grant | 0 | 100,000 | |||||||||||||||
2010 Stock Option Plan | Incentive Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options granted to shareholder, percentage | 10.00% | ||||||||||||||||
2020 Equity Incentive Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 1,900,000 | ||||||||||||||||
Contractual term of options granted | 10 years | ||||||||||||||||
Options remain available for future grant | 934,538 | ||||||||||||||||
Common stock outstanding percentage | 3.50% | ||||||||||||||||
2020 Employee Stock Purchase Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options remain available for future grant | 400,000 | ||||||||||||||||
Shares, issued | 300,000 | ||||||||||||||||
Common stock outstanding percentage | 1.00% | ||||||||||||||||
Percentage of price at shares purchased | 85.00% | ||||||||||||||||
Minimum | 2010 Stock Option Plan | Incentive and Non-statutory Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options granted, exercise price expressed as a percentage of fair market value | 100.00% | ||||||||||||||||
Minimum | 2010 Stock Option Plan | Incentive Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options granted, exercise price expressed as a percentage of fair market value | 110.00% | ||||||||||||||||
Minimum | 2020 Equity Incentive Plan | Incentive Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options granted, exercise price expressed as a percentage of fair market value | 110.00% | ||||||||||||||||
Minimum | 2020 Equity Incentive Plan | Incentive and Non-qualified Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Options granted, exercise price expressed as a percentage of fair market value | 100.00% | ||||||||||||||||
Minimum | 2018 Convertible Bridge Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 20,000,000 | ||||||||||||||||
Maximum | 2020 Equity Incentive Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Term of the option | 5 years | ||||||||||||||||
Shares, issued | 1,400,000 | ||||||||||||||||
Maximum | 2020 Employee Stock Purchase Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock available for issuance | 400,000 | ||||||||||||||||
Public Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued to purchase common stock | 14,936,250 | ||||||||||||||||
Warrants expiration period | 5 years | ||||||||||||||||
Number of warrants entitle holder to purchase one share | Warrant | 4 | ||||||||||||||||
Warrants outstanding | 14,936,250 | 14,936,250 | |||||||||||||||
Series C Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants expiration period | 3 years | ||||||||||||||||
Warrants outstanding | 97,563 | 202,897 | |||||||||||||||
Placement Agent Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued to purchase common stock | 168,522 | 72,695 | |||||||||||||||
Warrants expiration period | 7 years | 7 years | 7 years | ||||||||||||||
Warrants outstanding | 241,217 | ||||||||||||||||
Placement Agent Warrants | 2018 Convertible Bridge Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued to purchase common stock | 15,724 | ||||||||||||||||
Warrants expiration period | 7 years | ||||||||||||||||
Warrants outstanding | 31,365 | ||||||||||||||||
Management Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants expiration period | 10 years | ||||||||||||||||
Warrants outstanding | 22,320 | 22,320 | |||||||||||||||
Securities Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, issuance costs | $ | $ 5,100,000 | ||||||||||||||||
Gross proceeds from PIPE financing | $ | $ 65,000,000 | ||||||||||||||||
2020 PIPE Financing | Securities Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
PIPE financing closing date | Mar. 4, 2020 | ||||||||||||||||
At-The Market Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 19,104,000 | ||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 19,104,000 | ||||||||||||||||
At-The Market Offering | Cowen and Company LLC | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 951,792 | ||||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 50,000,000 | ||||||||||||||||
Weighted average purchase price per share | $ / shares | $ 20.97 | ||||||||||||||||
Gross proceeds from issuance of common stock | $ | $ 20,000,000 | ||||||||||||||||
Decrease in issuance costs | $ | 900,000 | ||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 19,100,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 726,139 | ||||||||||||||||
Issuance of common stock through conversion, Shares | 3,198,949 | 1,524,122 | |||||||||||||||
Common Stock | Public Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued for each warrant | 0.25 | ||||||||||||||||
Exercise price of warrant | $ / shares | $ 23 | ||||||||||||||||
Common Stock | Series C Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrant | $ / shares | $ 9.54 | ||||||||||||||||
Common Stock | Placement Agent Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued for each warrant | 1 | 1 | 1 | ||||||||||||||
Exercise price of warrant | $ / shares | $ 9.54 | $ 8.68 | $ 9.54 | ||||||||||||||
Common Stock | Placement Agent Warrants | 2018 Convertible Bridge Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued for each warrant | 1 | ||||||||||||||||
Exercise price of warrant | $ / shares | $ 9.54 | ||||||||||||||||
Common Stock | Management Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrant | $ / shares | $ 1.08 | ||||||||||||||||
Warrants vesting period | 4 years | ||||||||||||||||
Common Stock | 2020 PIPE Financing | Securities Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, price per share | $ / shares | $ 10.50 | ||||||||||||||||
Issuance of stock | 2,467,724 | ||||||||||||||||
Issuance price per share | $ / shares | $ 10.50 | ||||||||||||||||
Common Stock | At-The Market Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 951,792 | ||||||||||||||||
Series C convertible preferred stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 15,000,000 | ||||||||||||||||
Issuance of preferred stock, price per share | $ / shares | $ 9.54 | ||||||||||||||||
Preferred stock, shares issued during period | 506,539 | 559,849 | |||||||||||||||
Proceeds from issuance of Convertible Preferred Stock | $ | $ 4,800,000 | $ 5,300,000 | |||||||||||||||
Preferred stock, issuance costs | $ | $ 300,000 | $ 400,000 | |||||||||||||||
Issuance of common stock through conversion, Shares | (1,524,122) | ||||||||||||||||
Issuance price per share | $ / shares | $ 9.54 | ||||||||||||||||
Series C convertible preferred stock | Series C Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Percentage of warrants issued in connection with preferred stock purchased | 20.00% | ||||||||||||||||
Series C convertible preferred stock | Series C Warrants | Minimum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock value of shares purchased in single closing | $ | $ 1,000,000 | ||||||||||||||||
Series C convertible preferred stock | Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Series c convertible preferred stock convert into common stock shares, conversion ratio | 1 | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock | 1 | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 0 | 5,000,000 | |||||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares issued during period | 1,231 | 1,231 | 1,231 | ||||||||||||||
Convertible preferred stock convertible into shares of common stock | 500 | ||||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 4,000,000 | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock, conversion price per share | $ / shares | $ 6.50 | ||||||||||||||||
Event of convertible preferred stock be convertible if holder beneficially owning outstanding shares of common stock percentage | 9.99% | ||||||||||||||||
Voting rights of preferred stock holder | The shares of the Series A Convertible Preferred Stock had no voting rights, except with respect to certain protective provisions set forth in the Series A Certificate of Designation relating to the powers, preferences and rights of such shares. | ||||||||||||||||
Convertible preferred stock, shares outstanding | 0 | 1,231 | |||||||||||||||
Series B-1 Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 3,199 | ||||||||||||||||
Proceeds from issuance of Convertible Preferred Stock | $ | $ 30,968,000 | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock | 1,000 | ||||||||||||||||
Issuance of common stock through conversion, Shares | (3,199) | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock, conversion price per share | $ / shares | $ 10.50 | ||||||||||||||||
Voting rights of preferred stock holder | The Series B-1 Shares had no voting rights, except with respect to certain protective provisions set forth in the Series B-1 Certificate of Designation relating to the powers, preferences and rights of such shares. | ||||||||||||||||
Series B-1 Convertible Preferred Stock | 2020 PIPE Financing | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 3,199 | ||||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 33,600,000 | ||||||||||||||||
Issuance of common stock through conversion, Shares | 3,198,949 | ||||||||||||||||
Convertible preferred stock, shares outstanding | 3,199 | ||||||||||||||||
Series B-1 Convertible Preferred Stock | 2020 PIPE Financing | Securities Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, price per share | $ / shares | $ 10,500 | ||||||||||||||||
Issuance of stock | 3,199 | ||||||||||||||||
Issuance price per share | $ / shares | $ 10,500 | ||||||||||||||||
Preferred stock designated shares authorized and unissued | 3,200 | ||||||||||||||||
Series B-2 Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 524 | ||||||||||||||||
Proceeds from issuance of Convertible Preferred Stock | $ | $ 5,071,000 | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock | 1,000 | ||||||||||||||||
Convertible preferred stock convertible into shares of common stock, conversion price per share | $ / shares | $ 10.50 | ||||||||||||||||
Event of convertible preferred stock be convertible if holder beneficially owning outstanding shares of common stock percentage | 9.99% | ||||||||||||||||
Voting rights of preferred stock holder | The Series B-2 Shares had no voting rights, except with respect to certain protective provisions set forth in the Series B-2 Certificate of Designation relating to the powers, preferences and rights of such shares. | ||||||||||||||||
Conversion of stock description | Each Series B-2 Share was convertible into Company common stock at the option of the holder, provided that conversion will be prohibited (i) until the first trading day after the Stockholder Approval, which occurred on May 27, 2020, and (ii) following the Stockholder Approval, if, as a result of any such conversion, the holder would beneficially own in excess of 9.99% of the total number of shares of Company common stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). | ||||||||||||||||
Series B-2 Convertible Preferred Stock | 2020 PIPE Financing | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 524 | 524 | |||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 5,500,000 | ||||||||||||||||
Issuance of common stock through conversion, Shares | 523,814 | ||||||||||||||||
Series B-2 Convertible Preferred Stock | 2020 PIPE Financing | Securities Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, price per share | $ / shares | $ 10,500 | ||||||||||||||||
Issuance of stock | 524 | ||||||||||||||||
Issuance price per share | $ / shares | $ 10,500 | ||||||||||||||||
Preferred stock designated shares authorized and unissued | 525 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders Equity - Summary of Stock Options Transactions (Details) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 443,547 | 535,051 | |
Granted | 1,285,183 | 662,470 | |
Exercised | (143,995) | (725,719) | |
Forfeited | (32,252) | (28,255) | |
Ending balance | 1,552,483 | 443,547 | 535,051 |
Options vested and expected to vest | 1,552,483 | ||
Options exercisable | 382,152 | ||
Weighted average exercise, Beginning balance | $ 3.84 | $ 3.25 | |
Weighted average exercise Granted | 12.25 | 1.45 | |
Weighted average exercise, Exercised | 3.29 | 1.28 | |
Weighted average exercise, Forfeited | 8.28 | 2.63 | |
Weighted average exercise, Ending balance | 10.76 | $ 3.84 | $ 3.25 |
Options vested and expected to vest, Weighted average exercise price | 10.76 | ||
Options exercisable, Weighted average exercise price | $ 5.99 | ||
Weighted average remaining contractual term (in years) | 8 years 10 months 28 days | 7 years 9 months 18 days | 6 years 10 months 9 days |
Options vested and expected to vest, Weighted average remaining contractual term (in years) | 8 years 10 months 28 days | ||
Options exercisable, Weighted average remaining contractual term (in years) | 7 years 4 months 2 days | ||
Aggregate intrinsic value, outstanding | $ 33,656 | $ 3,796 | $ 8 |
Options vested and expected to vest, Aggregate intrinsic value | 33,656 | ||
Options exercisable, Aggregate intrinsic value | $ 10,108 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders Equity - Summary of Restricted Stock Units Award Transactions (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance | 465,567 | |
Granted | 739,962 | |
Released | (175,527) | (339,025) |
Forfeited | (3,938) | (126,542) |
Ending balance | 560,497 | |
RSUs vested and expected to vest | 560,497 | |
RSUs vested, but not yet issued | 5,000 | |
Beginning balance, Weighted average grant date fair value per share | $ 4.15 | |
Granted, Weighted average grant date fair value per share | $ 12.47 | |
Released, Weighted average grant date fair value per share | 11.60 | 4.16 |
Forfeited, Weighted average grant date fair value per share | 11.41 | $ 4.11 |
Ending balance, Weighted average grant date fair value per share | 12.75 | |
RSUs vested and expected to vest, Weighted average grant date fair value per share | 12.75 | |
RSUs vested, but not yet issued, Weighted average grant date fair value per share | $ 13.98 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 7,332 | 4,787 |
Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 151 | 466 |
Public Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,734 | 3,734 |
Stock Options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,552 | 444 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 560 | |
Authorized for Future Equity Grants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 935 | 143 |
Authorized for Future ESPP Purchases | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 400 |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - Public Warrants | 12 Months Ended |
Dec. 31, 2020Warrantshares | |
Class of Stock [Line Items] | |
Number of warrants entitle holder to purchase one share | Warrant | 4 |
Common Stock | |
Class of Stock [Line Items] | |
Number of shares issued for each warrant | shares | 0.25 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax rate | 0.00% | 0.00% | |
Federal statutory rate | 21.00% | 21.00% | |
Uncertain tax positions | $ 0 | $ 0 | |
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Ownership interest | 50.00% | 50.00% | 50.00% |
Uncertain tax positions percentage | 50.00% | ||
Domestic tax authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 110,800,000 | $ 79,400,000 | |
Tax credit carryforwards | 900,000 | 800,000 | |
State and local jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 84,300,000 | 53,400,000 | |
Tax credit carryforwards | $ 900,000 | $ 800,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Income tax at statutory rate | 21.00% | 21.00% |
State tax, net of federal tax benefit | 4.90% | |
Permanent items | (0.10%) | (0.80%) |
Tax credits | 0.40% | 0.20% |
Other | (0.50%) | |
Valuation allowance (decrease) increase | (25.70%) | (20.40%) |
Income tax expense | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities from Federal and State Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss | $ 28,422 | $ 20,336 |
Research and development credits | 1,631 | 1,400 |
Depreciation and amortization | 14 | 33 |
Stock based compensation | 653 | 119 |
Accruals and other | 422 | 194 |
Deferred tax assets gross | 31,142 | 22,082 |
Less valuation allowance | (31,142) | (22,082) |
Net deferred tax assets | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Sep. 04, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 02, 2020 |
Commitments And Contingencies [Line Items] | ||||
Capital lease arrangement interest rate implicit | 5.54% | |||
Operating leases, description | In January 2013, DermTech Operations entered into a non-cancelable lease agreement for its operating facilities. In January 2014, DermTech Operations signed an amendment to the lease to extend the term through January 2017. In November 2016, DermTech Operations signed a second amendment to the lease to extend the term through March 2022. In August 2019, DermTech Operations signed a third amendment to the lease to add additional space, and in September 2019, the Company signed a fourth amendment to the lease to add additional space. In February 2020, the Company signed a fifth amendment to the lease to add additional space. In connection with the Business Combination, the Company assumed all obligations under the lease, as amended, from DermTech Operations. | |||
Tenant improvement allowance | $ 300,000 | |||
Rent and common area maintenance expense | 1,800,000 | $ 700,000 | ||
Payments for deferred underwriting fees | 1,363,000 | |||
Underwriting fees | 1,363,000 | |||
Cowen | ||||
Commitments And Contingencies [Line Items] | ||||
Payments for deferred underwriting fees | $ 800,000 | |||
Underwriting fees | $ 1,400,000 | 1,400,000 | $ 1,400,000 | |
Proceeds from equity financing | 15,000,000 | |||
Gross proceeds from PIPE financing | 65,000,000 | |||
Deferred underwriting fee equity payable if equity financing limit not raised | 0 | |||
Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Increase in tenant improvement allowance | 100,000 | |||
Interest Income/(Expense) | ||||
Commitments And Contingencies [Line Items] | ||||
Capital lease interest expense | $ 3,000 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Long-term Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Gross capital lease obligations | $ 362 |
Less: imputed interest | (27) |
Present value of net minimum lease payments | 335 |
Less: current portion of capital lease obligations | (109) |
Total long-term capital lease obligations | $ 226 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Operating Lease and Capital Lease Payments for Operating Facilities and Laboratory Equipment (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies [Line Items] | |
Operating lease obligations payments due in 2021 | $ 1,370 |
Operating lease obligations payments due in 2022 | 1,411 |
Operating lease obligations payments due in 2023 | 478 |
Operating lease obligations payments due, Total | 3,259 |
Total future minimum lease payments due in 2021 | 1,494 |
Total future minimum lease payments due in 2022 | 1,535 |
Total future minimum lease payments due in 2023 | 592 |
Total future minimum lease payments | 3,621 |
Laboratory Equipment | |
Commitments And Contingencies [Line Items] | |
Capital lease obligations, including interest payments due in 2021 | 124 |
Capital lease obligations, including interest payments due in 2021 | 124 |
Capital lease obligations, including interest payments due in 2023 | 114 |
Capital lease obligations, including interest payments due, Total | $ 362 |
Business Combination with Der_2
Business Combination with DermTech Operations - Additional Information (Details) - USD ($) $ in Thousands | Aug. 29, 2019 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Printer fees related to business combination | $ 77 | |
DermTech Operations | ||
Business Acquisition [Line Items] | ||
Effective date of acquisition | Aug. 29, 2019 | |
Printer fees related to business combination | $ 200 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 11, 2020 | Oct. 01, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2021 |
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 20,740,413 | 12,344,818 | ||||||||
Related party transaction, other | $ 0 | $ 0 | ||||||||
EVERSANA | Leana Wood | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party certain marketing cost | 1,300,000 | 400,000 | ||||||||
DermTech Operations | Michael Dobak | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party certain marketing cost | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 200,000 | $ 20,000 | ||
DermTech Operations | Michael Dobak | Subsequent Event | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 5,000 | |||||||||
DermTech Operations | Michael Dobak | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party certain marketing cost | $ 100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2021 | Jan. 11, 2021 | Jan. 06, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total proceeds from exercise of public warrants | $ 842 | $ 5 | |||
Subsequent Event | Public Warrants | |||||
Total number exercised of public warrants | 12,059,171 | ||||
Common shares issued upon exercise of warrants | 3,014,786 | ||||
Total proceeds from exercise of public warrants | $ 69,300 | ||||
Subsequent Event | Underwriting Agreement | 2021 Underwritten Public Offering | Cowen and Company, LLC and William Blair & Company, L.L.C. | |||||
Common stock shares issued and sold | 4,237,288 | ||||
Shares purchased by underwriters | 635,593 | 635,593 | |||
Number of days granted to underwriters option to purchase | 30 days | ||||
Underwritten public offering of common stock shares | 4,872,881 | ||||
Public offering price | $ 29.50 | ||||
Gross proceeds from offering, before deducting underwriting discounts and commissions and other offering expenses | $ 143,700 |