Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | DERMTECH, INC. | |
Entity Central Index Key | 0001651944 | |
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 Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 28,938,688 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DMTK | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 218,595 | $ 24,248 |
Short-term marketable securities | 39,603 | 39,529 |
Accounts receivable | 1,854 | 1,480 |
Inventory | 279 | 104 |
Prepaid expenses and other current assets | 1,403 | 1,521 |
Total current assets | 261,734 | 66,882 |
Property and equipment, net | 3,124 | 2,731 |
Other assets | 167 | 167 |
Total assets | 265,025 | 69,780 |
Current liabilities: | ||
Accounts payable | 2,621 | 1,573 |
Accrued compensation | 2,056 | 2,075 |
Accrued liabilities | 953 | 763 |
Short-term deferred revenue | 1,357 | 905 |
Current portion of capital lease obligations | 110 | 109 |
Total current liabilities | 7,097 | 5,425 |
Warrant liability | 770 | 1,650 |
Long-term deferred revenue | 133 | 639 |
Long-term capital lease obligations, less current portion | 198 | 226 |
Total liabilities | 8,198 | 7,940 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 50,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 28,919,252 and 20,740,413 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 3 | 2 |
Additional paid-in capital | 399,913 | 189,868 |
Accumulated other comprehensive income/(loss) | 8 | (1) |
Accumulated deficit | (143,097) | (128,029) |
Total stockholders’ equity | 256,827 | 61,840 |
Total liabilities and stockholders’ equity | $ 265,025 | $ 69,780 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,919,252 | 20,740,413 |
Common stock, shares outstanding | 28,919,252 | 20,740,413 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 2,524 | $ 1,557 |
Cost of revenues: | ||
Total cost of revenues | 2,002 | 1,203 |
Gross profit | 522 | 354 |
Operating expenses: | ||
Sales and marketing | 6,512 | 2,944 |
Research and development | 2,251 | 897 |
General and administrative | 5,172 | 3,514 |
Total operating expenses | 13,935 | 7,355 |
Loss from operations | (13,413) | (7,001) |
Other income/(expense): | ||
Interest income, net | 34 | |
Change in fair value of warrant liability | (1,689) | 104 |
Total other income/(expense) | (1,655) | 104 |
Net loss | $ (15,068) | $ (6,897) |
Weighted average shares outstanding used in computing net loss per share, basic and diluted | 27,152,868 | 13,100,642 |
Net loss per share of common stock outstanding, basic and diluted | $ (0.55) | $ (0.53) |
Assay Revenue | ||
Revenues: | ||
Total revenues | $ 2,190 | $ 796 |
Cost of revenues: | ||
Total cost of revenues | 1,971 | 1,162 |
Contract Revenue | ||
Revenues: | ||
Total revenues | 334 | 761 |
Cost of revenues: | ||
Total cost of revenues | $ 31 | $ 41 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net loss | $ (15,068) | $ (6,897) |
Unrealized gain on available-for-sale marketable securities | 9 | |
Comprehensive loss | $ (15,059) | $ (6,897) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Private Placement | Series A convertible preferred stock | Series B-1 Convertible Preferred Stock | Series B-2 Convertible Preferred Stock | Common stock | Common stockPrivate Placement | Additional paid-in capital | Additional paid-in capitalPrivate Placement | Accumulated deficit | Accumulated other comprehensive income/(loss) |
Balance at Dec. 31, 2019 | $ 11,861 | $ 1 | $ 103,412 | $ (91,552) | |||||||
Balance, Shares at Dec. 31, 2019 | 1,231 | 12,344,818 | |||||||||
Issuance of common stock, net of issuance costs | $ 23,891 | $ 23,891 | |||||||||
Issuance of common stock, net of issuance costs, Shares | 3,199 | 524 | 2,467,724 | ||||||||
Issuance of Series B-1 convertible preferred stock | 30,971 | 30,971 | |||||||||
Issuance of Series B-2 convertible preferred stock | 5,071 | 5,071 | |||||||||
Issuance of common stock from option exercises | 253 | 253 | |||||||||
Issuance of common stock from option exercises, Shares | 85,061 | ||||||||||
Issuance of common stock from warrant exercises | 11 | 11 | |||||||||
Issuance of common stock from warrant exercises, Shares | 2,098 | ||||||||||
Issuance costs in connection with Form S-1 registration statement | (77) | (77) | |||||||||
Stock-based compensation | 1,022 | 1,022 | |||||||||
Net loss | (6,897) | (6,897) | |||||||||
Balance at Mar. 31, 2020 | 66,106 | $ 1 | 164,554 | (98,449) | |||||||
Balance, Shares at Mar. 31, 2020 | 1,231 | 3,199 | 524 | 14,899,701 | |||||||
Balance at Dec. 31, 2019 | 11,861 | $ 1 | 103,412 | (91,552) | |||||||
Balance, Shares at Dec. 31, 2019 | 1,231 | 12,344,818 | |||||||||
Net loss | (36,477) | ||||||||||
Balance at Dec. 31, 2020 | 61,840 | $ 2 | 189,868 | (128,029) | $ (1) | ||||||
Balance, Shares at Dec. 31, 2020 | 20,740,413 | ||||||||||
Issuance of common stock, net of issuance costs | 134,582 | $ 1 | 134,581 | ||||||||
Issuance of common stock, net of issuance costs, Shares | 4,872,881 | ||||||||||
Issuance of common stock from option exercises and RSU releases | 408 | 408 | |||||||||
Issuance of common stock from option exercises and RSU releases, Shares | 176,673 | ||||||||||
Issuance of common stock from warrant exercises | 72,081 | 72,081 | |||||||||
Issuance of common stock from warrant exercises, Shares | 3,089,325 | ||||||||||
Issuance of common stock from Employee Stock Purchase Plan | 392 | 392 | |||||||||
Issuance of common stock from Employee Stock Purchase Plan, Shares | 39,960 | ||||||||||
Unrealized gain on available-for-sale marketable securities | 9 | 9 | |||||||||
Stock-based compensation | 2,172 | 2,172 | |||||||||
Reclassification of warrant liability due to PrivateSPAC Warrants not held by original holder | 411 | 411 | |||||||||
Net loss | (15,068) | (15,068) | |||||||||
Balance at Mar. 31, 2021 | $ 256,827 | $ 3 | $ 399,913 | $ (143,097) | $ 8 | ||||||
Balance, Shares at Mar. 31, 2021 | 28,919,252 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Common Stock | ||
Issuance price per share | $ 29.50 | $ 10.50 |
Issuance costs | $ 9.1 | $ 2 |
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 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (15,068) | $ (6,897) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 193 | 60 | ||
Change in fair value of warrant liability | 1,689 | (104) | $ 1,228 | $ 441 |
Stock-based compensation | 2,172 | 1,022 | ||
Amortization of premiums, net of accretion of discounts on marketable securities | 137 | |||
Loss on disposal of equipment | 13 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (374) | (495) | ||
Inventory | (175) | (40) | ||
Prepaid expenses and other current assets | 62 | 86 | ||
Accounts payable and accrued compensation | 443 | (714) | ||
Accrued liabilities and deferred revenue | 192 | (315) | ||
Net cash used in operating activities | (10,716) | (7,397) | ||
Cash flows from investing activities: | ||||
Purchases of marketable securities | (1,203) | |||
Maturities of marketable securities | 1,000 | |||
Purchases of property and equipment | (12) | (175) | ||
Net cash used in investing activities | (215) | (175) | ||
Cash flows from financing activities: | ||||
Payments of issuance costs in connection with Form S-1 registration statement | (77) | |||
Proceeds from exercise of common stock warrants | 69,923 | 11 | ||
Proceeds from exercise of stock options | 408 | 253 | ||
Proceeds from contributions to the employee stock purchase plan | 392 | |||
Principal repayments of capital lease obligations | (27) | |||
Net cash provided by financing activities | 205,278 | 60,120 | ||
Net increase in cash and cash equivalents | 194,347 | 52,548 | ||
Cash and cash equivalents, beginning of period | 24,248 | 15,374 | 15,374 | |
Cash and cash equivalents, end of period | 218,595 | 67,922 | $ 24,248 | $ 15,374 |
Supplemental cash flow information: | ||||
Cash paid for interest on capital lease obligations | 4 | |||
Supplemental disclosure of noncash investing and financing activities: | ||||
Purchases of property and equipment recorded in accounts payable | 586 | 644 | ||
Reclassification of warrant liability due to PrivateSPAC Warrants not held by original holder | 411 | |||
Cashless exercise of common stock warrants | 2,158 | |||
Change in unrealized gain on available-for-sale marketable securities | 9 | |||
Series B-1 Convertible Preferred Stock | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of Convertible Preferred Stock | 30,971 | |||
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 | $ 23,891 | |||
Public Follow on Offering | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | $ 134,582 |
The Company and a Summary of it
The Company and a Summary of its Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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) 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 called the DermTech Smart Sticker™ (the “Smart Sticker”) in order to collect individual biological information for commercial applications in the medical diagnostic field. From the end of the first quarter of 2020 and through the first quarter of 2021, 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 first quarter of 2021, 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 first quarter of 2021 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) The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. Accordingly, they do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. (c) During the course of preparing the quarterly report Form 10-Q for the three months ended March 31, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) public statement entitled “ The Company previously issued warrants to purchase common stock in public and private placement offerings consummated on June 23, 2017 (the “SPAC Warrants”), which were originally classified as equity in the Company’s financial statements. As part of the aforementioned public offering, the Company issued 14,375,000 warrants (the “Public SPAC Warrants”) and as part of the aforementioned private placement offering, the Company issued 561,250 warrants (the “Private SPAC Warrants”). The SPAC Warrants have a five-year life from the date the Business Combination was consummated and every four SPAC Warrants entitle the holder to purchase one whole share of common stock at an exercise price of $23.00 per whole share. The Private SPAC Warrants are identical to the Public SPAC Warrants but they (i) are exercisable either for cash or on a cashless basis at the holder’s option, (ii) are not redeemable by the Company as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees, and (iii) may be subject to the limitations on exercise as specified in the warrant agreement. Historically, the Private SPAC Warrants were recorded as a component of equity as opposed to liabilities on the Company’s consolidated balance sheets and the Company’s consolidated statements of operations did not include the subsequent non-cash changes in estimated fair value of the Private SPAC Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity In addition, the Company analyzed the impact of the aforementioned adjustments on its previously issued audited consolidated financial statements for the years ended December 31, 2020 and 2019 and previously issued unaudited consolidated financial statements for the periods ended September 30, 2020 and 2019, June 30, 2020, and March 31, 2020 (such years and periods, the “Affected Periods”). The Company Accounting Changes and Error Corrections Interim Financial Reporting Assessing Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The Company’s accounting for the Private SPAC Warrants as components of liabilities instead of as equity did not have any effect on the Company’s previously reported operating expenses, total cash flows from operating activities, investing activities, and financing activities, cash or total assets. The impact on the individual line items of our condensed consolidated balance sheets for each period presented from the adjustment was as follows (in thousands): As Previously Reported Adjustments As Revised Consolidated Balance Sheet as of December 31, 2019 Long term liabilities: Warrant liability — 628 628 Total liabilities 5,722 628 6,350 Stockholders’ equity: Additional paid-in capital 103,599 (187 ) 103,412 Accumulated deficit (91,111 ) (441 ) (91,552 ) Total stockholders’ equity 12,489 (628 ) 11,861 Consolidated Balance Sheet as of March 31, 2020 Long term liabilities: Warrant liability — 524 524 Total liabilities 5,337 524 5,861 Stockholders’ equity: Additional paid-in capital 164,741 (187 ) 164,554 Accumulated deficit (98,112 ) (337 ) (98,449 ) Total stockholders’ equity 66,630 (524 ) 66,106 Consolidated Balance Sheet as of December 31, 2020 Long term liabilities: Warrant liability — 1,650 1,650 Total liabilities 6,290 1,650 7,940 Stockholders’ equity: Additional paid-in capital 189,849 19 189,868 Accumulated deficit (126,360 ) (1,669 ) (128,029 ) Total stockholders’ equity 63,490 (1,650 ) 61,840 The impact on the individual line items of the Company’s condensed consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) Total other expense (2,084 ) (441 ) (2,525 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) Three Months Ended March 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ 104 $ 104 Total other income/(expense) — 104 104 Net loss $ (7,001 ) $ 104 $ (6,897 ) Net loss per share of common stock outstanding, basic and diluted $ (0.53 ) $ — $ (0.53 ) Year Ended December 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) 40 (1,228 ) (1,188 ) Net loss $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.08 ) $ (0.07 ) $ (2.15 ) The condensed consolidated statements of cash flow are not presented because there is no impact on total cash flows from operating activities, investing activities, or financing activities. Certain components of net cash used in operating activities changed, as caused by the revision, such as incorporating the non-cash item from the change in fair value of warrant liability in the adjustments to reconcile net loss to net cash used in operating activities, but the net change amounted to zero for the Affected Periods. ( d ) The preparation of condensed 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 condensed 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 but not limited to those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, accrued bonus, warrant liability and the realization of deferred tax assets. Actual results may differ from those estimates. ( e ) 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. ( f ) 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, such marketable securities are classified as current assets on the accompanying condensed consolidated balance sheets even if they have contractual maturities greater than one year from the date of purchase. 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 income/(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 March 31, 2021. ( g ) Property and equipment is recorded at cost less accumulated depreciation. Property and equipment consists of mainly assets such as leasehold improvements, office, computer and laboratory equipment, including laboratory equipment acquired under capital lease arrangements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leasehold improvements are depreciated over the shorter of the remaining term of the lease or the useful life of the asset. The Company recorded depreciation expense of $0.2 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, which includes amortization of laboratory equipment acquired under capital leases of $17,000 and zero for the three months ended March 31, 2021 and 2020, respectively. Amortization of assets that are recorded under capital leases in depreciation expense is included in cost of revenues on the condensed consolidated statement of operations. Gross assets recorded under capital leases were $0.3 million as of March 31, 2021 and December 31, 2020. Accumulated amortization associated with capital leases was $27,000 and $10,000 as of March 31, 2021 and December 31, 2020, respectively. Maintenance and repairs are expensed as incurred, and material improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. $0.1 million and zero of equipment was disposed of during the three months ended March 31, 2021 and 2020, respectively. 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 three months ended March 31, 2021 and 2020 ( h ) 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 ) Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of March 31, 2021, the Company maintained $100.0 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 $118.4 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of March 31, 2021. The Company has not experienced any losses in such accounts. ( j ) 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 March 31, 2021. 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 condensed consolidated financial statements, of which there are none. The Company recognizes interest and penalties related to income tax matters in income tax expense. ( k ) 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) Assay Revenue The Company generates revenues from its Pigmented Lesion Assay (“PLA”) test 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 ribonucleic acid (“RNA”) and deoxyribonucleic acid (“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. Contract Revenue Contract revenue is generated from the sale of laboratory services and Smart Sticker 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 Smart Sticker adhesive patch collection kits, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. (a) Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Assay Revenue PLA test $ 2,190 $ 796 Contract Revenue Adhesive patch kits 189 14 RNA extractions 104 671 Project management fees 41 76 Total revenues 2,524 1,557 For the three months ended March 31, 2021, there were two payors that each accounted for more than 10% of our total revenue. These two payors combined accounted for 43% of our total revenue for the three months ended March 31, 2021. For the three months ended March 31, 2020, there was one payor and one customer that each accounted for more than 10% of our total revenue. The one payor and one customer combined accounted for 56% of our total revenue for the three months ended March 31, 2020. There were no other payors or customers that individually accounted for more than 10% of our total revenue for the three months ended March 31, 2021 and 2020. In addition, the Company had one payor that accounted for more than 10% of accounts receivable as of March 31, 2021. The one payor accounted for 26% of accounts receivable as of March 31, 2021. There were no other payors or customers that individually accounted for more than 10% of accounts receivable as of March 31, 2021. In addition, the Company had one payor and one customer that accounted for more than 10% of accounts receivable as of March 31, 2020. The one payor and one customer accounted for 43% of accounts receivable as of March 31, 2020. There were no other payors or customers that individually accounted for more than 10% of accounts receivable as of March 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 condensed 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 Smart Sticker 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 March 31, 2021 and December 31, 2020 was $1.4 million and $0.9 million, respectively. Long-term deferred revenue as of March 31, 2021 and December 31, 2020 was $0.1 million and $0.6 million, 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. As of March 31, 2021, 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 $1.3 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. ( l ) 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 $1.5 million and $1.0 million of gross assay accounts receivable as of March 31, 2021 and December 31, 2020, 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 March 31, 2021, 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 $0.4 million and $0.5 million of contract accounts receivable as of March 31, 2021 and December 31, 2020, respectively. ( m ) The Company records outbound freight and shipping costs for its contract and assay revenues in cost of revenues. ( n ) 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 ) 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 ) Basic and diluted net loss per share of common stock is determined by dividing net loss applicable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Because there is a net loss attributable to holders of common stock during the three months ended March 31, 2021 and 2020, the outstanding common stock warrants, stock options, restricted stock units (“RSUs”) and preferred stock have been excluded from the calculation of diluted loss per share of common stock 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 share of common stock for the three the Company’s ( q ) 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 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: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.52% - 1.13% 0.79% - 1.69% Assumed volatility 74.88% - 77.57% 64.03% - 65.92% Expected option term 6.08 years 5.04 - 6.08 years Expected dividend yield — — The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.10% - 0.18% Not applicable Assumed volatility 68.44% - 69.34% Not applicable Expected option term 0.49 - 0.50 years Not applicable Expected dividend yield — Not applicable The Company recorded stock-based compensation expense for employee options, RSUs, ESPP contributions, and consultant options of $2.2 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. The total compensation cost related to non-vested awards not yet recognized as of March 31, 2021 was $32.8 million, (r) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging – Contracts in Entity’s Own Equity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants classified as liabilities and are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a component of other income/(expense) in the condensed consolidated statements of operations. The fair value of the warrants is estimated using a Black-Scholes-Merton valuation model. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of its warrants. At that time, the portion of the warrant liability related to the Company’s warrants will be reclassified to additional paid-in capital. The following assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2021 2020 Assumed risk-free inter |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2021 | |
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 of debt securities classified as available-for-sale securities by major security type and class of security as of March 31, 2021 were as follows (in thousands): March 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt $ 8,896 $ 1 $ (6 ) $ 8,891 Municipal securities 7,306 2 (1 ) 7,307 U.S. government debt securities 23,393 12 — 23,405 Total short-term marketable securities, available-for-sale $ 39,595 $ 15 $ (7 ) $ 39,603 The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of debt securities classified as available-for-sale securities by major security type and class of security as of 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 March 31, 2021, all of our debt securities had contractual maturities of less than twelve months. As of December 31, 2020, the estimated market value of debt securities with contractual maturities of less than twelve 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. Prepaid Expenses and PP&E Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses and other current assets: Prepaid insurance $ 781 $ 1,172 Prepaid trade shows 69 — Prepaid software development fees 214 214 Deferred issuance costs — 56 Other current assets 339 79 Total prepaid expenses and other current assets $ 1,403 $ 1,521 Property and equipment, gross: Laboratory equipment $ 3,035 $ 2,544 Computer equipment 97 38 Furniture and fixtures 92 109 Leasehold improvements 727 727 Total property and equipment, gross 3,951 3,418 Less accumulated depreciation (827 ) (687 ) Total property and equipment, net $ 3,124 $ 2,731 Accrued Compensation and Accrued Liabilities Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2021 December 31, 2020 Accrued compensation: Accrued paid time off $ 791 $ 606 Accrued bonus and deferred compensation 1,265 1,469 Total accrued compensation $ 2,056 $ 2,075 Accrued liabilities: Accrued consulting services $ 323 $ 285 Deferred rent 279 300 Other accrued expenses 351 178 Total accrued liabilities $ 953 $ 763 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | 3 . Convertible Preferred Stock and Stockholders’ Equity (a) 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. ( b ) In connection with the 2019 private placement of equity securities of the Company 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. ( c ) 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. ( d ) 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 ( e ) 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. ( f ) At-The Market Offering On November 10, 2020, the Company entered into a sales agreement (the “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 has 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. No sales were made pursuant to the Sales Agreement during the three months ended March 31, 2021. ( g ) 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 (“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 received aggregate gross proceeds of approximately $143.7 million, and net proceeds of approximately $134.6 million, after deducting underwriting discounts and commissions and other offering expenses. ( h ) SPAC Warrants The Company previously issued a total of 14,936,250 SPAC Warrants to purchase common stock in public and private placement offerings which were consummated on June 23, 2017. The Private SPAC Warrants are identical to the Public SPAC Warrants, but they (i) are exercisable either for cash or on a cashless basis at the holder’s option, (ii) are not redeemable by the Company as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees, and (iii) may be subject to the limitations on exercise as specified in the warrant agreement. As a result of these difference in features between the Public SPAC Warrants and Private SPAC Warrants, the Company concluded that the Private SPAC Warrants should be classified as a liability, if still held by the original Private SPAC Warrant holder, and marked to market each financial reporting period in the Company’s statement of operations. Between January 1, 2021 and March 31, 2021, a total of 12,060,071 SPAC Warrants were exercised, resulting in the Company’s issuance of 3,015,011 shares of common stock and the receipt of $69.3 million in gross proceeds. Outstanding SPAC Warrants totaled 2,876,179 and 14,936,250 as of March 31, 2021 and December 31, 2020, respectively. Private SPAC Warrants that were still owned by the original holder totaled 82,850 and 323,500 as of March 31, 2021 and December 31, 2020, respectively. 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 252 and 97,563 as of March 31, 2021 and December 31, 2020, 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 each at an exercise price of $8.68 per share. From 2016 to 2018, DermTech Operations issued 72,658 seven-year warrants to purchase one 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 10,153 and 31,365 as of March 31, 2021 and December 31, 2020, respectively. ( i ) 2010 Stock Plan In connection with the Business Combination, the Company assumed the DermTech Operations’ Amended and Restated 2010 Stock 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. No additional awards will be granted under the 2010 Plan, however, all outstanding awards under the 2010 Plan remain in effect. No shares remained available for issuance pursuant to future grants under the 2010 Plan as of March 31, 2021 and December 31, 2020, 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. 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. 1,108,144 shares remained available for future grant under the 2020 Plan as of March 31, 2021. 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. On February 28, 2021, the Company issued 39,960 shares of its common stock pursuant to scheduled purchases under the ESPP. As of December 31, 2020, 400,000 shares of common stock were reserved for future issuance under the ESPP. On January 1, 2021, an additional 207,404 shares became available under the ESPP pursuant to an automatic annual increase. 567,444 shares remained available for future grant under the ESPP as of March 31, 2021. 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 share. The Management Warrants vested monthly over a four-year period. Outstanding Management Warrants totaled 20,320 and 22,320 as of March 31, 2021 and December 31, 2020. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Warrants to purchase common stock 31 151 SPAC Warrants to purchase common stock* 719 3,734 Stock options issued and outstanding 1,765 1,552 Restricted stock units issued and outstanding 731 560 Authorized for future equity grants 1,108 935 Authorized for future ESPP purchases 567 400 Total common stock reserved for future issuance 4,921 7,332 * Four SPAC Warrants are needed to purchase one share of common stock. The numbers presented above reflect the amount of shares of common stock underlying SPAC Warrants. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4 . Income Taxes The Company has reported net losses since inception and therefore, the minimum provision for state income taxes has been recorded. The federal statutory rate was 21% as of March 31, 2021 and December 31, 2020, respectively, and the effective income tax rate for the Company’s provision for income taxes was 0% as of March 31, 2021 and December 31, 2020, respectively. The utilization of net operating losses (“NOLs”) and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under 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 its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year 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 its NOLs 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. The Company conducts intensive research and experimentation activities, generating research tax credits for federal and state purposes under IRC Section 41. The Company has not performed a formal study validating these credits claimed in the tax returns. Once a study is prepared, the amount of R&D, tax credits available could vary from what was originally claimed on the tax returns. Due to the net operating loss carryforwards, the U.S. federal and state returns are open to examination for all years since inception. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Leases, Commitments and Contingencies | 5 . Leases, 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 $4,000 and zero for the three months ended March 31 March 31, 2021 December 31, 2020 Gross capital lease obligations $ 331 $ 362 Less imputed interest (23 ) (27 ) Present value of net minimum lease payments $ 308 $ 335 Less current portion of capital lease obligations (110 ) (109 ) Total long-term capital lease obligations $ 198 $ 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 a 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 $0.5 million and $0.3 million for the three months ended March 31 Future minimum operating lease and capital lease payments for the operating facilities and laboratory equipment as of March 31, 2021 were (in thousands): 2021 2022 2023 Total Operating lease obligations $ 1,032 $ 1,411 $ 478 $ 2,921 Capital lease obligations, including interest 93 124 114 331 Total future minimum lease payments $ 1,125 $ 1,535 $ 592 $ 3,252 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 were to raise 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 would 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 $65.0 million in gross proceeds, which satisfied this condition of the Deferred Underwriting Fee Assignment Agreement. On September 2, 2020, the Company paid the underwriters $1.4 million in satisfaction of the Company’s obligation of the deferred underwriting fees in full. No further payment will be required of the Company in connection with the deferred underwriting fees. Legal Proceedings From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business. Management does not believe that the outcome of any of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 6 . Retirement Plan The Company has an IRC Section 401(k) retirement plan, covering all employees. The Company does not currently offer a contribution percentage match. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7 . Related Party Transactions During 2020 and 2021, the Company engaged EVERSANA Life Science Services, LLC (“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 $0.4 million and $0.3 million in costs for the three months ended March On October 1, 2019, the Company entered into a consulting agreement with Michael Dobak pursuant to which the Company 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 compensated Michael Dobak $15,000 per month for the period May 11, 2020 through September 30, 2020 and also granted him a restricted stock unit award that fully vested in a single installment on August 31, 2020 and represented 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. On February 26, 2021, the Company and Michael Dobak agreed to extend his agreement through April 30, 2021 with a revised monthly payment of $20,000. March There were no other related party transactions identified as of 2021 or 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8 . Subsequent Events The Company considered subsequent |
The Company and a Summary of _2
The Company and a Summary of its Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | (a) 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 called the DermTech Smart Sticker™ (the “Smart Sticker”) in order to collect individual biological information for commercial applications in the medical diagnostic field. From the end of the first quarter of 2020 and through the first quarter of 2021, 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 first quarter of 2021, 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 first quarter of 2021 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) The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. Accordingly, they do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. |
Revision to Prior Period Financial Statements | (c) During the course of preparing the quarterly report Form 10-Q for the three months ended March 31, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) public statement entitled “ The Company previously issued warrants to purchase common stock in public and private placement offerings consummated on June 23, 2017 (the “SPAC Warrants”), which were originally classified as equity in the Company’s financial statements. As part of the aforementioned public offering, the Company issued 14,375,000 warrants (the “Public SPAC Warrants”) and as part of the aforementioned private placement offering, the Company issued 561,250 warrants (the “Private SPAC Warrants”). The SPAC Warrants have a five-year life from the date the Business Combination was consummated and every four SPAC Warrants entitle the holder to purchase one whole share of common stock at an exercise price of $23.00 per whole share. The Private SPAC Warrants are identical to the Public SPAC Warrants but they (i) are exercisable either for cash or on a cashless basis at the holder’s option, (ii) are not redeemable by the Company as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees, and (iii) may be subject to the limitations on exercise as specified in the warrant agreement. Historically, the Private SPAC Warrants were recorded as a component of equity as opposed to liabilities on the Company’s consolidated balance sheets and the Company’s consolidated statements of operations did not include the subsequent non-cash changes in estimated fair value of the Private SPAC Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity In addition, the Company analyzed the impact of the aforementioned adjustments on its previously issued audited consolidated financial statements for the years ended December 31, 2020 and 2019 and previously issued unaudited consolidated financial statements for the periods ended September 30, 2020 and 2019, June 30, 2020, and March 31, 2020 (such years and periods, the “Affected Periods”). The Company Accounting Changes and Error Corrections Interim Financial Reporting Assessing Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The Company’s accounting for the Private SPAC Warrants as components of liabilities instead of as equity did not have any effect on the Company’s previously reported operating expenses, total cash flows from operating activities, investing activities, and financing activities, cash or total assets. The impact on the individual line items of our condensed consolidated balance sheets for each period presented from the adjustment was as follows (in thousands): As Previously Reported Adjustments As Revised Consolidated Balance Sheet as of December 31, 2019 Long term liabilities: Warrant liability — 628 628 Total liabilities 5,722 628 6,350 Stockholders’ equity: Additional paid-in capital 103,599 (187 ) 103,412 Accumulated deficit (91,111 ) (441 ) (91,552 ) Total stockholders’ equity 12,489 (628 ) 11,861 Consolidated Balance Sheet as of March 31, 2020 Long term liabilities: Warrant liability — 524 524 Total liabilities 5,337 524 5,861 Stockholders’ equity: Additional paid-in capital 164,741 (187 ) 164,554 Accumulated deficit (98,112 ) (337 ) (98,449 ) Total stockholders’ equity 66,630 (524 ) 66,106 Consolidated Balance Sheet as of December 31, 2020 Long term liabilities: Warrant liability — 1,650 1,650 Total liabilities 6,290 1,650 7,940 Stockholders’ equity: Additional paid-in capital 189,849 19 189,868 Accumulated deficit (126,360 ) (1,669 ) (128,029 ) Total stockholders’ equity 63,490 (1,650 ) 61,840 The impact on the individual line items of the Company’s condensed consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) Total other expense (2,084 ) (441 ) (2,525 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) Three Months Ended March 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ 104 $ 104 Total other income/(expense) — 104 104 Net loss $ (7,001 ) $ 104 $ (6,897 ) Net loss per share of common stock outstanding, basic and diluted $ (0.53 ) $ — $ (0.53 ) Year Ended December 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) 40 (1,228 ) (1,188 ) Net loss $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.08 ) $ (0.07 ) $ (2.15 ) The condensed consolidated statements of cash flow are not presented because there is no impact on total cash flows from operating activities, investing activities, or financing activities. Certain components of net cash used in operating activities changed, as caused by the revision, such as incorporating the non-cash item from the change in fair value of warrant liability in the adjustments to reconcile net loss to net cash used in operating activities, but the net change amounted to zero for the Affected Periods. |
Use of Estimates | ( d ) The preparation of condensed 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 condensed 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 but not limited to those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, accrued bonus, warrant liability and the realization of deferred tax assets. Actual results may differ from those estimates. |
Cash and Cash Equivalents | ( e ) 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 | ( f ) 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, such marketable securities are classified as current assets on the accompanying condensed consolidated balance sheets even if they have contractual maturities greater than one year from the date of purchase. 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 income/(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 March 31, 2021. |
Property and Equipment | ( g ) Property and equipment is recorded at cost less accumulated depreciation. Property and equipment consists of mainly assets such as leasehold improvements, office, computer and laboratory equipment, including laboratory equipment acquired under capital lease arrangements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leasehold improvements are depreciated over the shorter of the remaining term of the lease or the useful life of the asset. The Company recorded depreciation expense of $0.2 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, which includes amortization of laboratory equipment acquired under capital leases of $17,000 and zero for the three months ended March 31, 2021 and 2020, respectively. Amortization of assets that are recorded under capital leases in depreciation expense is included in cost of revenues on the condensed consolidated statement of operations. Gross assets recorded under capital leases were $0.3 million as of March 31, 2021 and December 31, 2020. Accumulated amortization associated with capital leases was $27,000 and $10,000 as of March 31, 2021 and December 31, 2020, respectively. Maintenance and repairs are expensed as incurred, and material improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. $0.1 million and zero of equipment was disposed of during the three months ended March 31, 2021 and 2020, respectively. 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 three months ended March 31, 2021 and 2020 |
Research and Development | ( h ) 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 ) Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of March 31, 2021, the Company maintained $100.0 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 $118.4 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of March 31, 2021. The Company has not experienced any losses in such accounts. |
Income Taxes | ( j ) 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 March 31, 2021. 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 condensed 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 ) 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) Assay Revenue The Company generates revenues from its Pigmented Lesion Assay (“PLA”) test 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 ribonucleic acid (“RNA”) and deoxyribonucleic acid (“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. Contract Revenue Contract revenue is generated from the sale of laboratory services and Smart Sticker 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 Smart Sticker adhesive patch collection kits, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. (a) Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Assay Revenue PLA test $ 2,190 $ 796 Contract Revenue Adhesive patch kits 189 14 RNA extractions 104 671 Project management fees 41 76 Total revenues 2,524 1,557 For the three months ended March 31, 2021, there were two payors that each accounted for more than 10% of our total revenue. These two payors combined accounted for 43% of our total revenue for the three months ended March 31, 2021. For the three months ended March 31, 2020, there was one payor and one customer that each accounted for more than 10% of our total revenue. The one payor and one customer combined accounted for 56% of our total revenue for the three months ended March 31, 2020. There were no other payors or customers that individually accounted for more than 10% of our total revenue for the three months ended March 31, 2021 and 2020. In addition, the Company had one payor that accounted for more than 10% of accounts receivable as of March 31, 2021. The one payor accounted for 26% of accounts receivable as of March 31, 2021. There were no other payors or customers that individually accounted for more than 10% of accounts receivable as of March 31, 2021. In addition, the Company had one payor and one customer that accounted for more than 10% of accounts receivable as of March 31, 2020. The one payor and one customer accounted for 43% of accounts receivable as of March 31, 2020. There were no other payors or customers that individually accounted for more than 10% of accounts receivable as of March 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 condensed 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 Smart Sticker 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 March 31, 2021 and December 31, 2020 was $1.4 million and $0.9 million, respectively. Long-term deferred revenue as of March 31, 2021 and December 31, 2020 was $0.1 million and $0.6 million, 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. As of March 31, 2021, 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 $1.3 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 ) 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 $1.5 million and $1.0 million of gross assay accounts receivable as of March 31, 2021 and December 31, 2020, 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 March 31, 2021, 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 $0.4 million and $0.5 million of contract accounts receivable as of March 31, 2021 and December 31, 2020, respectively. |
Freight and Shipping Costs | ( m ) The Company records outbound freight and shipping costs for its contract and assay revenues in cost of revenues. |
Comprehensive Loss | ( n ) 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 ) 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 ) Basic and diluted net loss per share of common stock is determined by dividing net loss applicable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Because there is a net loss attributable to holders of common stock during the three months ended March 31, 2021 and 2020, the outstanding common stock warrants, stock options, restricted stock units (“RSUs”) and preferred stock have been excluded from the calculation of diluted loss per share of common stock 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 share of common stock for the three the Company’s |
Stock-Based Compensation | ( q ) 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 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: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.52% - 1.13% 0.79% - 1.69% Assumed volatility 74.88% - 77.57% 64.03% - 65.92% Expected option term 6.08 years 5.04 - 6.08 years Expected dividend yield — — The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.10% - 0.18% Not applicable Assumed volatility 68.44% - 69.34% Not applicable Expected option term 0.49 - 0.50 years Not applicable Expected dividend yield — Not applicable The Company recorded stock-based compensation expense for employee options, RSUs, ESPP contributions, and consultant options of $2.2 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. The total compensation cost related to non-vested awards not yet recognized as of March 31, 2021 was $32.8 million, |
Warrant Liability | (r) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging – Contracts in Entity’s Own Equity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants classified as liabilities and are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a component of other income/(expense) in the condensed consolidated statements of operations. The fair value of the warrants is estimated using a Black-Scholes-Merton valuation model. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of its warrants. At that time, the portion of the warrant liability related to the Company’s warrants will be reclassified to additional paid-in capital. The following assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.64% 0.33% Assumed volatility 85.85% 69.79% Expected term 3.42 years 4.42 years Expected dividend yield — — |
Fair Value Measurements | ( s ) The Company measures certain financial assets and liabilities 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 and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 376 $ — $ — $ 376 Marketable securities, available for sale: Corporate debt — 8,891 — 8,891 Municipal securities — 7,307 — 7,307 U.S. government debt securities — 23,405 — 23,405 Total marketable securities, available for sale — 39,603 — 39,603 Total assets measured at fair value on a recurring basis $ 376 $ 39,603 $ — $ 39,979 Liabilities: Warrant liability $ — $ — $ 770 $ 770 Total liabilities measured at fair value on a recurring basis $ — $ — $ 770 $ 770 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 Liabilities: Warrant liability $ — $ — $ 1,650 $ 1,650 Total liabilities measured at fair value on a recurring basis $ — $ — $ 1,650 $ 1,650 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. The fair value of the Private SPAC Warrants was determined using the Black-Scholes-Merton valuation model and included a significant unobservable input: expected volatility. Expected volatility is considered by the Company to be a significant unobservable input and is calculated using a weighted average of historical volatilities of a combination of the Company and peer companies, due to the lack of sufficient historical data of the Company’s own stock price. The model also incorporated several observable assumptions at each valuation date including: the price of the Company’s common stock on the date of valuation, the remaining contractual term of the warrant and the risk-free interest rate over the remaining term. The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Balance as of December 31, 2020 $ 1,650 Derecognition of warrant liability from exercise of Private SPAC Warrants (2,158 ) Reclassification of warrant liability due to Private SPAC Warrants not held by original holder (411 ) Change in fair value of warrant liability 1,689 Balance as of March 31, 2021 $ 770 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 | ( t ) In June 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ( u ) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) Codification Improvements to Topic 326, Financing Instruments—Credit Losses In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06"), Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Early adoption is permitted, but . |
The Company and a Summary of _3
The Company and a Summary of its Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Revision to Prior Period Financial Statements | The Company’s accounting for the Private SPAC Warrants as components of liabilities instead of as equity did not have any effect on the Company’s previously reported operating expenses, total cash flows from operating activities, investing activities, and financing activities, cash or total assets. The impact on the individual line items of our condensed consolidated balance sheets for each period presented from the adjustment was as follows (in thousands): As Previously Reported Adjustments As Revised Consolidated Balance Sheet as of December 31, 2019 Long term liabilities: Warrant liability — 628 628 Total liabilities 5,722 628 6,350 Stockholders’ equity: Additional paid-in capital 103,599 (187 ) 103,412 Accumulated deficit (91,111 ) (441 ) (91,552 ) Total stockholders’ equity 12,489 (628 ) 11,861 Consolidated Balance Sheet as of March 31, 2020 Long term liabilities: Warrant liability — 524 524 Total liabilities 5,337 524 5,861 Stockholders’ equity: Additional paid-in capital 164,741 (187 ) 164,554 Accumulated deficit (98,112 ) (337 ) (98,449 ) Total stockholders’ equity 66,630 (524 ) 66,106 Consolidated Balance Sheet as of December 31, 2020 Long term liabilities: Warrant liability — 1,650 1,650 Total liabilities 6,290 1,650 7,940 Stockholders’ equity: Additional paid-in capital 189,849 19 189,868 Accumulated deficit (126,360 ) (1,669 ) (128,029 ) Total stockholders’ equity 63,490 (1,650 ) 61,840 The impact on the individual line items of the Company’s condensed consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) Total other expense (2,084 ) (441 ) (2,525 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) Three Months Ended March 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ 104 $ 104 Total other income/(expense) — 104 104 Net loss $ (7,001 ) $ 104 $ (6,897 ) Net loss per share of common stock outstanding, basic and diluted $ (0.53 ) $ — $ (0.53 ) Year Ended December 31, 2020 As Previously Reported Adjustments As Revised Consolidated Statement of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) 40 (1,228 ) (1,188 ) Net loss $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.08 ) $ (0.07 ) $ (2.15 ) |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Assay Revenue PLA test $ 2,190 $ 796 Contract Revenue Adhesive patch kits 189 14 RNA extractions 104 671 Project management fees 41 76 Total revenues 2,524 1,557 |
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: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.52% - 1.13% 0.79% - 1.69% Assumed volatility 74.88% - 77.57% 64.03% - 65.92% Expected option term 6.08 years 5.04 - 6.08 years Expected dividend yield — — The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP: |
Summary of Assumptions Used to Calculate Fair Value of Warrant Liability Using Black-Scholes-Merton Valuation Model | The following assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2021 2020 Assumed risk-free interest rate 0.64% 0.33% Assumed volatility 85.85% 69.79% Expected term 3.42 years 4.42 years Expected dividend yield — — |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides a summary of the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 376 $ — $ — $ 376 Marketable securities, available for sale: Corporate debt — 8,891 — 8,891 Municipal securities — 7,307 — 7,307 U.S. government debt securities — 23,405 — 23,405 Total marketable securities, available for sale — 39,603 — 39,603 Total assets measured at fair value on a recurring basis $ 376 $ 39,603 $ — $ 39,979 Liabilities: Warrant liability $ — $ — $ 770 $ 770 Total liabilities measured at fair value on a recurring basis $ — $ — $ 770 $ 770 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 Liabilities: Warrant liability $ — $ — $ 1,650 $ 1,650 Total liabilities measured at fair value on a recurring basis $ — $ — $ 1,650 $ 1,650 |
Summary of Changes in Fair Value of Level 3 Liabilities | The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Balance as of December 31, 2020 $ 1,650 Derecognition of warrant liability from exercise of Private SPAC Warrants (2,158 ) Reclassification of warrant liability due to Private SPAC Warrants not held by original holder (411 ) Change in fair value of warrant liability 1,689 Balance as of March 31, 2021 $ 770 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 of debt securities classified as available-for-sale securities by major security type and class of security as of March 31, 2021 were as follows (in thousands): March 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt $ 8,896 $ 1 $ (6 ) $ 8,891 Municipal securities 7,306 2 (1 ) 7,307 U.S. government debt securities 23,393 12 — 23,405 Total short-term marketable securities, available-for-sale $ 39,595 $ 15 $ (7 ) $ 39,603 The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of debt securities classified as available-for-sale securities by major security type and class of security as of 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 | Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses and other current assets: Prepaid insurance $ 781 $ 1,172 Prepaid trade shows 69 — Prepaid software development fees 214 214 Deferred issuance costs — 56 Other current assets 339 79 Total prepaid expenses and other current assets $ 1,403 $ 1,521 Property and equipment, gross: Laboratory equipment $ 3,035 $ 2,544 Computer equipment 97 38 Furniture and fixtures 92 109 Leasehold improvements 727 727 Total property and equipment, gross 3,951 3,418 Less accumulated depreciation (827 ) (687 ) Total property and equipment, net $ 3,124 $ 2,731 |
Schedule of Accrued Compensation and Accrued Liabilities | Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2021 December 31, 2020 Accrued compensation: Accrued paid time off $ 791 $ 606 Accrued bonus and deferred compensation 1,265 1,469 Total accrued compensation $ 2,056 $ 2,075 Accrued liabilities: Accrued consulting services $ 323 $ 285 Deferred rent 279 300 Other accrued expenses 351 178 Total accrued liabilities $ 953 $ 763 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Warrants to purchase common stock 31 151 SPAC Warrants to purchase common stock* 719 3,734 Stock options issued and outstanding 1,765 1,552 Restricted stock units issued and outstanding 731 560 Authorized for future equity grants 1,108 935 Authorized for future ESPP purchases 567 400 Total common stock reserved for future issuance 4,921 7,332 * Four SPAC Warrants are needed to purchase one share of common stock. The numbers presented above reflect the amount of shares of common stock underlying SPAC Warrants. |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 $4,000 and zero for the three months ended March 31 March 31, 2021 December 31, 2020 Gross capital lease obligations $ 331 $ 362 Less imputed interest (23 ) (27 ) Present value of net minimum lease payments $ 308 $ 335 Less current portion of capital lease obligations (110 ) (109 ) Total long-term capital lease obligations $ 198 $ 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 March 31, 2021 were (in thousands): 2021 2022 2023 Total Operating lease obligations $ 1,032 $ 1,411 $ 478 $ 2,921 Capital lease obligations, including interest 93 124 114 331 Total future minimum lease payments $ 1,125 $ 1,535 $ 592 $ 3,252 |
The Company and a Summary of _4
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details) | Aug. 29, 2019 | Mar. 31, 2021USD ($)WarrantRevenue_StreamPayorSegment$ / sharesshares | Mar. 31, 2020USD ($)PayorCustomershares | Dec. 31, 2020USD ($) |
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 | |||
Net change in net cash used in operating activities | $ 0 | |||
Depreciation expense | 193,000 | $ 60,000 | ||
Gross assets | 3,951,000 | $ 3,418,000 | ||
Disposal of plant or equipment | 100,000 | 0 | ||
Impairment losses | 0 | 0 | ||
Sweep account | 100,000,000 | |||
Insured amount by FDIC | 250,000 | |||
Cash held in excess of FDIC limit | $ 118,400,000 | |||
Number of revenue streams | Revenue_Stream | 2 | |||
Short-term deferred revenue | $ 1,357,000 | 905,000 | ||
Long-term deferred revenue | 133,000 | 639,000 | ||
Accounts receivable | $ 1,854,000 | 1,480,000 | ||
Number of operating segments | Segment | 1 | |||
Stock-based compensation expense | $ 2,200,000 | $ 1,000,000 | ||
Compensation cost related to non-vested awards not yet recognized | $ 32,800,000 | |||
Weighted average term expected to be recognized | 3 years 10 days | |||
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 share of common stock | shares | 4,338,136 | |||
Common Stock Warrants | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Anti-dilutive equity instruments excluded from diluted net loss per share of common stock | shares | 749,770 | 4,212,349 | ||
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 share of common stock | shares | 2,495,765 | 1,342,625 | ||
Assay Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable gross | $ 1,500,000 | 1,000,000 | ||
Contract Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable | $ 400,000 | 500,000 | ||
Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 43.00% | 56.00% | ||
Number of payors | Payor | 2 | 1 | ||
Number of customers | Customer | 1 | |||
Accounts Receivable | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 26.00% | 43.00% | ||
Number of payors | Payor | 1 | 1 | ||
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% | 10.00% | ||
Number of payors | Payor | 2 | 1 | ||
Number of customers | Customer | 1 | |||
Minimum | Accounts Receivable | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Number of payors | Payor | 1 | 1 | ||
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 | $ 17,000 | $ 0 | ||
Assets Recorded under Capital Leases | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Gross assets | 300,000 | 300,000 | ||
Accumulated amortization | $ 27,000 | $ 10,000 | ||
SPAC Warrants | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Warrants expiration period | 5 years | |||
Number of warrants entitle holder to purchase one share | Warrant | 4 | |||
SPAC Warrants | Common Stock | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Number of shares issued for each warrant | shares | 0.25 | |||
Exercise price of warrant | $ / shares | $ 23 | |||
SPAC Warrants | Public Offering | Public Warrants | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Warrants issued to purchase common stock | shares | 14,375,000 | |||
SPAC Warrants | Private Placement Offering | Private Warrants | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Warrants issued to purchase common stock | shares | 561,250 |
The Company and a Summary of _5
The Company and a Summary of its Significant Accounting Policies - Summary of Impact of Condensed Consolidated Balance Sheets from Adjustment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Long term liabilities: | ||||
Warrant liability | $ 1,650 | $ 524 | $ 628 | |
Total liabilities | $ 8,198 | 7,940 | 5,861 | 6,350 |
Stockholders’ equity: | ||||
Additional paid-in capital | 399,913 | 189,868 | 164,554 | 103,412 |
Accumulated deficit | (143,097) | (128,029) | (98,449) | (91,552) |
Total stockholders’ equity | $ 256,827 | 61,840 | 66,106 | 11,861 |
As Previously Reported | ||||
Long term liabilities: | ||||
Total liabilities | 6,290 | 5,337 | 5,722 | |
Stockholders’ equity: | ||||
Additional paid-in capital | 189,849 | 164,741 | 103,599 | |
Accumulated deficit | (126,360) | (98,112) | (91,111) | |
Total stockholders’ equity | 63,490 | 66,630 | 12,489 | |
Adjustments | ||||
Long term liabilities: | ||||
Warrant liability | 1,650 | 524 | 628 | |
Total liabilities | 1,650 | 524 | 628 | |
Stockholders’ equity: | ||||
Additional paid-in capital | 19 | (187) | (187) | |
Accumulated deficit | (1,669) | (337) | (441) | |
Total stockholders’ equity | $ (1,650) | $ (524) | $ (628) |
The Company and a Summary of _6
The Company and a Summary of its Significant Accounting Policies - Summary of Impact of Condensed Consolidated Statements of Operations from Adjustment (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other income/(expense): | ||||
Change in fair value of warrant liability | $ (1,689) | $ 104 | $ (1,228) | $ (441) |
Total other income/(expense) | (1,655) | 104 | (1,188) | (2,525) |
Net loss | $ (15,068) | $ (6,897) | $ (36,477) | $ (20,130) |
Net loss per share of common stock outstanding, basic and diluted | $ (0.55) | $ (0.53) | $ (2.15) | $ (2.87) |
As Previously Reported | ||||
Other income/(expense): | ||||
Total other income/(expense) | $ 40 | $ (2,084) | ||
Net loss | $ (7,001) | $ (35,249) | $ (19,689) | |
Net loss per share of common stock outstanding, basic and diluted | $ (0.53) | $ (2.08) | $ (2.81) | |
Adjustments | ||||
Other income/(expense): | ||||
Change in fair value of warrant liability | $ 104 | $ (1,228) | $ (441) | |
Total other income/(expense) | 104 | (1,228) | (441) | |
Net loss | $ 104 | $ (1,228) | $ (441) | |
Net loss per share of common stock outstanding, basic and diluted | $ (0.07) | $ (0.06) |
The Company and a Summary of _7
The Company and a Summary of its Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 2,524 | $ 1,557 |
Assay Revenue, PLA Test | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 2,190 | 796 |
Contract Revenue, Adhesive Patch kits | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 189 | 14 |
Contract Revenue, RNA Extractions | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 104 | 671 |
Contract Revenue, Project Management Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 41 | $ 76 |
The Company and a Summary of _8
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details 1) $ in Millions | Mar. 31, 2021USD ($) |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Remaining performance obligation, estimated revenue expected to be recognized | $ 1.3 |
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 _9
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) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Assumed risk-free interest rate,minimum | 0.52% | 0.79% |
Assumed risk-free interest rate,maximum | 1.13% | 1.69% |
Assumed volatility,minimum | 74.88% | 64.03% |
Assumed volatility,maximum | 77.57% | 65.92% |
Expected option term | 6 years 29 days | |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Assumed risk-free interest rate,minimum | 0.10% | |
Assumed risk-free interest rate,maximum | 0.18% | |
Assumed volatility,minimum | 68.44% | |
Assumed volatility,maximum | 69.34% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 5 years 14 days | |
Minimum | Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 5 months 26 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 6 years 29 days | |
Maximum | Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 6 months |
The Company and a Summary of_10
The Company and a Summary of its Significant Accounting Policies - Assumptions Used to Calculate Fair Value of Warrant Liability Using Black-Scholes-Merton Valuation Model (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Assumed Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant liability, fair value measurement inputs | 0.64 | 0.33 |
Assumed Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant liability, fair value measurement inputs | 85.85 | 69.79 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (years) | 3 years 5 months 1 day | 4 years 5 months 1 day |
The Company and a Summary of_11
The Company and a Summary of its Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | $ 39,603 | $ 39,529 |
Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 376 | 448 |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 39,603 | 39,529 |
Total assets measured at fair value on a recurring basis | 39,979 | 39,977 |
Liabilities: | ||
Warrant liability | 770 | 1,650 |
Total liabilities measured at fair value on a recurring basis | 770 | 1,650 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 376 | 448 |
Marketable securities, available for sale: | ||
Total assets measured at fair value on a recurring basis | 376 | 448 |
Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 39,603 | 39,529 |
Total assets measured at fair value on a recurring basis | 39,603 | 39,529 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrant liability | 770 | 1,650 |
Total liabilities measured at fair value on a recurring basis | 770 | 1,650 |
Corporate Debt | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 8,891 | 8,940 |
Corporate Debt | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 8,891 | 8,940 |
Corporate Debt | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 8,891 | 8,940 |
Municipal Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,307 | 7,324 |
Municipal Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,307 | 7,324 |
Municipal Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,307 | 7,324 |
U.S. Government Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 23,405 | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 23,405 | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | $ 23,405 | $ 23,265 |
The Company and a Summary of_12
The Company and a Summary of its Significant Accounting Policies - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - Level 3 - Warrant Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2020 | $ 1,650 |
Derecognition of warrant liability from exercise of Private SPAC Warrants | (2,158) |
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | (411) |
Change in fair value of warrant liability | 1,689 |
Balance as of March 31, 2021 | $ 770 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Short-Term Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investment Holdings [Line Items] | ||
Amortized Cost | $ 39,595 | $ 39,530 |
Gross Unrealized Gain | 15 | 7 |
Gross Unrealized Loss | (7) | (8) |
Marketable securities, available for sale | 39,603 | 39,529 |
Corporate Debt | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 8,896 | 8,946 |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (6) | (6) |
Marketable securities, available for sale | 8,891 | 8,940 |
Municipal Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 7,306 | 7,325 |
Gross Unrealized Gain | 2 | 1 |
Gross Unrealized Loss | (1) | (2) |
Marketable securities, available for sale | 7,307 | 7,324 |
U.S. Government Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 23,393 | 23,259 |
Gross Unrealized Gain | 12 | 6 |
Marketable securities, available for sale | $ 23,405 | $ 23,265 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Estimated market value of debt securities with contractual maturities of less than 12 months | $ 37.3 |
Estimated market value of remaining debt securities with contractual maturities of up to 14 months | $ 2.3 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Prepaid Expenses and PP&E (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets: | ||
Prepaid insurance | $ 781 | $ 1,172 |
Prepaid trade shows | 69 | |
Prepaid software development fees | 214 | 214 |
Deferred issuance costs | 56 | |
Other current assets | 339 | 79 |
Total prepaid expenses and other current assets | 1,403 | 1,521 |
Property and equipment, gross: | ||
Laboratory equipment | 3,035 | 2,544 |
Computer equipment | 97 | 38 |
Furniture and fixtures | 92 | 109 |
Leasehold improvements | 727 | 727 |
Total property and equipment, gross | 3,951 | 3,418 |
Less accumulated depreciation | (827) | (687) |
Total property and equipment, net | $ 3,124 | $ 2,731 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued compensation: | ||
Accrued paid time off | $ 791 | $ 606 |
Accrued bonus and deferred compensation | 1,265 | 1,469 |
Total accrued compensation | 2,056 | 2,075 |
Accrued liabilities: | ||
Accrued consulting services | 323 | 285 |
Deferred rent | 279 | 300 |
Other accrued expenses | 351 | 178 |
Total accrued liabilities | $ 953 | $ 763 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders Equity - Additional Information (Details) | Feb. 28, 2021shares | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021shares | Nov. 10, 2020USD ($)$ / sharesshares | Aug. 10, 2020shares | May 27, 2020shares | Mar. 02, 2020USD ($)shares | Feb. 28, 2020USD ($)$ / sharesshares | Aug. 29, 2019USD ($)shares | Jun. 23, 2017shares | Mar. 31, 2021USD ($)Warrant$ / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jan. 01, 2021shares |
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 | |||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 134,582,000 | |||||||||||||||
Issuance of common stock through conversion, Shares | 615,385 | |||||||||||||||
Preferred stock, issuance costs | $ | $ 77,000 | |||||||||||||||
Total proceeds from exercise of public warrants | $ | $ 69,923,000 | $ 11,000 | ||||||||||||||
Common stock available for issuance | 4,921 | 7,332 | ||||||||||||||
2010 Stock 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 issuance pursuant to future grants | 0 | 0 | ||||||||||||||
2010 Stock 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 issuance pursuant to future grants | 1,108,144 | |||||||||||||||
Common stock outstanding percentage | 3.50% | |||||||||||||||
2020 Employee Stock Purchase Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued during period | 39,960 | |||||||||||||||
Options remain available for issuance pursuant to future grants | 567,444 | 207,404 | ||||||||||||||
Shares, issued | 300,000 | |||||||||||||||
Common stock outstanding percentage | 1.00% | |||||||||||||||
Percentage of price at shares purchased | 85.00% | |||||||||||||||
Common stock available for issuance | 400,000 | |||||||||||||||
SPAC 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 | |||||||||||||||
Total number exercised of public warrants | 12,060,071 | |||||||||||||||
Common shares issued upon exercise of warrants | 3,015,011 | |||||||||||||||
Total proceeds from exercise of public warrants | $ | $ 69,300,000 | |||||||||||||||
Warrants outstanding | 2,876,179 | 14,936,250 | ||||||||||||||
Public SPAC Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued to purchase common stock | 14,375,000 | |||||||||||||||
Private SPAC Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued to purchase common stock | 561,250 | |||||||||||||||
Warrants outstanding | 82,850 | 323,500 | ||||||||||||||
Series C Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants expiration period | 3 years | |||||||||||||||
Warrants outstanding | 252 | 97,563 | ||||||||||||||
Placement Agent Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued to purchase common stock | 168,522 | 72,658 | ||||||||||||||
Warrants expiration period | 7 years | 7 years | ||||||||||||||
Warrants outstanding | 10,153 | 31,365 | ||||||||||||||
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 | |||||||||||||||
Management Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants expiration period | 10 years | |||||||||||||||
Warrants outstanding | 22,320 | 22,320 | ||||||||||||||
Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued during period | 4,872,881 | |||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 1,000 | |||||||||||||||
Common Stock | SPAC 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 | ||||||||||||||
Exercise price of warrant | $ / shares | $ 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 | |||||||||||||||
Securities Purchase Agreement | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Gross proceeds from PIPE financing | $ | $ 65,000,000 | |||||||||||||||
Preferred stock, issuance costs | $ | $ 5,100,000 | |||||||||||||||
Underwriting Agreement | 2021 Underwritten Public Offering | Cowen and Company, LLC and William Blair & Company, L.L.C. | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued during period | 4,237,288 | |||||||||||||||
Issuance of stock | 4,872,881 | |||||||||||||||
Net proceeds from issuance of common stock | $ | $ 134,600,000 | |||||||||||||||
Shares purchased by underwriters | 635,593 | 635,593 | ||||||||||||||
Number of days granted to underwriters option to purchase | 30 days | |||||||||||||||
Public offering price | $ / shares | $ 29.50 | |||||||||||||||
Gross proceeds from offering, before deducting underwriting discounts and commissions and other offering expenses | $ | $ 143,700,000 | |||||||||||||||
2020 PIPE Financing | Securities Purchase Agreement | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
PIPE financing closing date | Mar. 4, 2020 | |||||||||||||||
2020 PIPE Financing | Securities Purchase Agreement | Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of stock | 2,467,724 | |||||||||||||||
Issuance price per share | $ / shares | $ 10.50 | |||||||||||||||
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 | |||||||||||||||
Series A Convertible Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued during period | 1,231 | 1,231 | ||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 4,000,000 | |||||||||||||||
Series B-1 Convertible Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued during period | 3,199 | |||||||||||||||
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 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 | |||||||||||||||
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 stock | 524 | |||||||||||||||
Issuance price per share | $ / shares | $ 10,500 | |||||||||||||||
Preferred stock designated shares authorized and unissued | 525 | |||||||||||||||
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% | |||||||||||||||
Maximum | 2020 Equity Incentive Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares, issued | 1,400,000 | |||||||||||||||
Term of the option | 5 years | |||||||||||||||
Maximum | 2020 Employee Stock Purchase Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock available for issuance | 400,000 | |||||||||||||||
Minimum | 2010 Stock 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 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 | Series C convertible preferred stock | Series C Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock value of shares purchased in single closing | $ | $ 1,000,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 4,921 | 7,332 |
Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 31 | 151 |
SPAC Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 719 | 3,734 |
Stock Options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,765 | 1,552 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 731 | 560 |
Authorized for Future Equity Grants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,108 | 935 |
Authorized for Future ESPP Purchases | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 567 | 400 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - SPAC Warrants | 3 Months Ended |
Mar. 31, 2021Warrantshares | |
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Federal statutory rate | 21.00% | 21.00% |
Effective income tax rate | 0.00% | 0.00% |
Minimum | ||
Operating Loss Carryforwards [Line Items] | ||
Ownership interest | 50.00% |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Additional Information (Details) - USD ($) | Sep. 04, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | 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 | 500,000 | $ 300,000 | ||
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 | $ 4,000 | $ 0 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Schedule of Long-term Capital Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Gross capital lease obligations | $ 331 | $ 362 |
Less imputed interest | (23) | (27) |
Present value of net minimum lease payments | 308 | 335 |
Less current portion of capital lease obligations | (110) | (109) |
Total long-term capital lease obligations | $ 198 | $ 226 |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Schedule of Future Minimum Operating Lease and Capital Lease Payments for Operating Facilities and Laboratory Equipment (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments And Contingencies [Line Items] | |
Operating lease obligations payments due in 2021 | $ 1,032 |
Operating lease obligations payments due in 2022 | 1,411 |
Operating lease obligations payments due in 2023 | 478 |
Operating lease obligations payments due, Total | 2,921 |
Total future minimum lease payments due in 2021 | 1,125 |
Total future minimum lease payments due in 2022 | 1,535 |
Total future minimum lease payments due in 2023 | 592 |
Total future minimum lease payments | 3,252 |
Laboratory Equipment | |
Commitments And Contingencies [Line Items] | |
Capital lease obligations, including interest payments due in 2021 | 93 |
Capital lease obligations, including interest payments due in 2022 | 124 |
Capital lease obligations, including interest payments due in 2023 | 114 |
Capital lease obligations, including interest payments due, Total | $ 331 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 26, 2021 | Nov. 11, 2020 | Oct. 01, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 02, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | 28,919,252 | 20,740,413 | ||||||||||
Related party transaction, other | $ 0 | $ 0 | ||||||||||
EVERSANA | Leana Wood | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | 400,000 | 300,000 | ||||||||||
DermTech Operations | Michael Dobak | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | $ 20,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 100,000 | $ 32,000 | |||
Common stock, shares issued | 5,000 | |||||||||||
DermTech Operations | Michael Dobak | Maximum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | $ 100,000 |