Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | DERMTECH, INC. | ||
Entity Central Index Key | 0001651944 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38118 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-2870849 | ||
Entity Address, Address Line One | 11099 N. Torrey Pines Road | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | La Jolla | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92037 | ||
City Area Code | 858 | ||
Local Phone Number | 450‑4222 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 978,378,259 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 29,850,730 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | DMTK | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | KPMG LLP | ||
Auditor Location | San Diego, CA | ||
Auditor Firm ID | 185 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2021. Portions of such proxy statement are incorporated by reference into Part III of this Form 10‑K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 176,882,000 | $ 24,248,000 |
Short-term marketable securities | 48,449,000 | 39,529,000 |
Accounts receivable | 3,847,000 | 1,480,000 |
Inventory | 480,000 | 104,000 |
Prepaid expenses and other current assets | 3,166,000 | 1,521,000 |
Total current assets | 232,824,000 | 66,882,000 |
Property and equipment, net | 4,549,000 | 2,731,000 |
Operating lease right-of-use assets | 7,744,000 | |
Restricted cash | 3,025,000 | |
Other assets | 167,000 | 167,000 |
Total assets | 248,309,000 | 69,780,000 |
Current liabilities: | ||
Accounts payable | 2,880,000 | 1,573,000 |
Accrued compensation | 5,120,000 | 2,075,000 |
Accrued liabilities | 1,227,000 | 763,000 |
Short-term deferred revenue | 1,380,000 | 905,000 |
Current portion of operating lease liabilities | 1,453,000 | |
Current portion of finance lease obligations | 121,000 | 109,000 |
Total current liabilities | 12,181,000 | 5,425,000 |
Warrant liability | 146,000 | 1,650,000 |
Long-term deferred revenue | 0 | 639,000 |
Long-term finance lease obligations, less current portion | 136,000 | 226,000 |
Operating lease liabilities, long-term | 6,148,000 | |
Total liabilities | 18,611,000 | 7,940,000 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 50,000,000 shares authorized as of December 31, 2021 and 2020; 29,772,922 and 20,740,413 shares issued and outstanding at December 31, 2021 and 2020, respectively | 3,000 | 2,000 |
Additional paid-in capital | 436,183,000 | 189,868,000 |
Accumulated other comprehensive loss | (124,000) | (1,000) |
Accumulated deficit | (206,364,000) | (128,029,000) |
Total stockholders’ equity | 229,698,000 | 61,840,000 |
Total liabilities and stockholders’ equity | $ 248,309,000 | $ 69,780,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 29,772,922 | 20,740,413 |
Common stock, shares outstanding | 29,772,922 | 20,740,413 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 11,838 | $ 5,885 | $ 3,364 |
Cost of revenues | 10,564 | 5,981 | 3,304 |
Gross profit/(loss) | 1,274 | (96) | 60 |
Operating expenses: | |||
Sales and marketing | 37,575 | 16,077 | 6,303 |
Research and development | 16,261 | 5,293 | 2,497 |
General and administrative | 24,836 | 13,823 | 8,865 |
Total operating expenses | 78,672 | 35,193 | 17,665 |
Loss from operations | (77,398) | (35,289) | (17,605) |
Other income/(expense): | |||
Interest income, net | 151 | 40 | (2,657) |
Change in fair value of warrant liability | (1,088) | (1,228) | (441) |
Gain on debt extinguishment of convertible notes | 928 | ||
Change in fair value of derivative liability | (355) | ||
Total other expense | (937) | (1,188) | (2,525) |
Net loss | $ (78,335) | $ (36,477) | $ (20,130) |
Weighted average shares outstanding used in computing net loss per share, basic and diluted | 28,884,874 | 16,979,411 | 7,005,037 |
Net loss per share of common stock outstanding, basic and diluted | $ (2.71) | $ (2.15) | $ (2.87) |
Assay Revenue | |||
Revenues: | |||
Total revenues | $ 11,023 | $ 4,241 | $ 1,403 |
Contract Revenue | |||
Revenues: | |||
Total revenues | $ 815 | $ 1,644 | $ 1,961 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net loss | $ (78,335) | $ (36,477) | $ (20,130) |
Unrealized loss on available-for-sale marketable securities | (123) | (1) | |
Comprehensive loss | $ (78,458) | $ (36,478) | $ (20,130) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment of Accounting Method Change | Convertible notes | LifeSci Capital LLC | Private Placement | At-The Market Offering | Series A convertible preferred stock | Series A convertible preferred stockSeries A and B Convertible Preferred Stock | Series B-1 Convertible Preferred Stock | Series C-2 Convertible Preferred Stock | Series C-2 Convertible Preferred StockConvertible notes | Series B-2 Convertible Preferred Stock | Series B-2 Convertible Preferred StockSeries A and B Convertible Preferred Stock | Common stock | Common stockSeries A and B Convertible Preferred Stock | Common stockConvertible notes | Common stockLifeSci Capital LLC | Common stockPrivate Placement | Common stockAt-The Market Offering | Additional paid-in capital | Additional paid-in capitalConvertible notes | Additional paid-in capitalLifeSci Capital LLC | Additional paid-in capitalPrivate Placement | Additional paid-in capitalAt-The Market Offering | Accumulated deficit | Accumulated deficitCumulative Effect Adjustment of Accounting Method Change | Accumulated other comprehensive loss |
Balance at Dec. 31, 2018 | $ (5,355) | $ (45) | $ 1 | $ 66,021 | $ (71,377) | $ (45) | |||||||||||||||||||||
Balance, Shares at Dec. 31, 2018 | 1,524,122 | 4,411,567 | |||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 934 | $ 19,802 | 934 | $ 19,802 | |||||||||||||||||||||||
Issuance of common and preferred stock, net of issuance costs, Shares | 1,231 | 726,139 | 3,076,923 | ||||||||||||||||||||||||
Issuance of common stock through conversion | $ 12,687 | $ 12,687 | |||||||||||||||||||||||||
Issuance of common stock through conversion, Shares | (1,524,122) | 1,524,122 | 2,267,042 | ||||||||||||||||||||||||
Additional paid in capital assumed in Business Combination | 420 | 420 | |||||||||||||||||||||||||
Issuance of Series A preferred stock at $3,250 per share | 4,000 | 4,000 | |||||||||||||||||||||||||
Reclassification of stockholders’ equity to warrant liability | (187) | (187) | |||||||||||||||||||||||||
Restricted stock unit release | (1,569) | (1,569) | |||||||||||||||||||||||||
Restricted stock unit release, Shares | 339,025 | ||||||||||||||||||||||||||
Stock-based compensation | 1,304 | 1,304 | |||||||||||||||||||||||||
Net loss | (20,130) | (20,130) | |||||||||||||||||||||||||
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 | $ 1,011 | $ 23,889 | $ 19,104 | $ 1,011 | $ 23,889 | $ 19,104 | |||||||||||||||||||||
Issuance of common and preferred stock, net of issuance costs, Shares | 3,199 | 524 | 87,790 | 2,467,724 | 951,792 | ||||||||||||||||||||||
Issuance of Series B-1 convertible preferred stock | 30,968 | 30,968 | |||||||||||||||||||||||||
Issuance of Series B-2 convertible preferred stock | 5,071 | 5,071 | |||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases | 473 | 473 | |||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases, Shares | 319,522 | ||||||||||||||||||||||||||
Issuance of common stock from warrant exercises | 842 | 842 | |||||||||||||||||||||||||
Issuance of common stock from warrant exercises, Shares | 230,619 | ||||||||||||||||||||||||||
Issuance costs in connection with Form?S-1?registration statement | (77) | (77) | |||||||||||||||||||||||||
Issuance of common stock through conversion | 1 | $ 1 | |||||||||||||||||||||||||
Issuance of common stock through conversion, Shares | (1,231) | (3,199) | (524) | 3,198,949 | 1,139,199 | ||||||||||||||||||||||
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | 206 | 206 | |||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | (1) | $ (1) | |||||||||||||||||||||||||
Stock-based compensation | 4,969 | 4,969 | |||||||||||||||||||||||||
Net loss | (36,477) | (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 | $ 23,836 | $ 1 | 134,581 | $ 23,836 | ||||||||||||||||||||||
Issuance of common and preferred stock, net of issuance costs, Shares | 4,872,881 | 530,551 | |||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases | 793 | 793 | |||||||||||||||||||||||||
Issuance of common stock from option exercises and RSU releases, Shares | 466,442 | ||||||||||||||||||||||||||
Issuance of common stock from warrant exercises | 72,429 | 72,429 | |||||||||||||||||||||||||
Issuance of common stock from warrant exercises, Shares | 3,104,520 | ||||||||||||||||||||||||||
Issuance of common stock from Employee Stock Purchase Plan | 966 | 966 | |||||||||||||||||||||||||
Issuance of common stock from Employee Stock Purchase Plan, Shares | 58,115 | ||||||||||||||||||||||||||
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | 434 | 434 | |||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | (123) | (123) | |||||||||||||||||||||||||
Stock-based compensation | 13,276 | 13,276 | |||||||||||||||||||||||||
Net loss | (78,335) | (78,335) | |||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 229,698 | $ 3 | $ 436,183 | $ (206,364) | $ (124) | ||||||||||||||||||||||
Balance, Shares at Dec. 31, 2021 | 29,772,922 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
At-The Market Offering | |||
Issuance costs | $ 0.7 | ||
Issuance price per share | $ 46.33 | ||
Common Stock | |||
Issuance price per share | $ 29.50 | $ 10.50 | $ 6.50 |
Issuance costs | $ 9.1 | $ 2 | $ 0.2 |
Common Stock | At-The Market Offering | |||
Issuance costs | $ 0.9 | ||
Issuance price per share | $ 20.97 | ||
Series A Convertible Preferred Stock | |||
Issuance price per share | $ 3,250 | ||
Series B-1 Convertible Preferred Stock | |||
Issuance price per share | $ 10,500 | ||
Issuance costs | $ 2.6 | ||
Series B-2 Convertible Preferred Stock | |||
Issuance price per share | $ 10,500 | ||
Issuance costs | $ 0.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (78,335) | $ (36,477) | $ (20,130) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 997 | 486 | 89 |
Change in fair value of warrant liability | 1,088 | 1,228 | 441 |
Gain on extinguishment of convertible notes | (928) | ||
Change in fair value of derivative liability | 355 | ||
Amortization of debt discount and issuance costs | 1,983 | ||
Amortization of operating lease right-of-use assets | 1,299 | ||
Stock-based compensation | 13,276 | 4,969 | 1,304 |
Amortization (Accretion) of discount (premium) on marketable securities | 749 | (21) | |
Loss on disposal of equipment | 15 | 13 | |
Payment in connection with restricted stock unit release | (1,569) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (2,367) | (800) | (100) |
Inventory | (376) | (69) | 5 |
Prepaid expenses and other current assets | (1,700) | (487) | (1,069) |
Operating lease liabilities, net | (1,443) | ||
Accounts payable and accrued compensation | 4,335 | 827 | 1,337 |
Accrued liabilities and deferred revenue | 356 | 1,647 | 491 |
Net cash used in operating activities | (62,106) | (28,684) | (17,791) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (48,092) | (41,706) | |
Sales of marketable securities | 1,600 | ||
Maturities of marketable securities | 36,700 | 2,200 | |
Purchases of property and equipment | (2,720) | (1,834) | (210) |
Net cash used in investing activities | (12,512) | (41,340) | (210) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 19,802 | ||
Proceeds from issuance of Convertible Preferred Stock | 4,000 | ||
Payments of deferred underwriting fees | (1,363) | ||
Payments of issuance costs in connection with Form S-1 registration statement | (77) | ||
Proceeds from exercise of common stock warrants | 70,271 | 842 | 5 |
Proceeds from exercise of stock options | 793 | 473 | 929 |
Proceeds from contributions to the employee stock purchase plan | 966 | ||
Proceeds from convertible notes payable | 2,600 | ||
Payments of notes payable | (516) | ||
Principal repayments of finance lease obligations | (171) | (9) | |
Proceeds received from close of Business Combination | 1,802 | ||
Net cash provided by financing activities | 230,277 | 78,898 | 28,622 |
Net increase in cash, cash equivalents and restricted cash | 155,659 | 8,874 | 10,621 |
Cash, cash equivalents and restricted cash, beginning of period | 24,248 | 15,374 | 4,753 |
Cash, cash equivalents and restricted cash, end of period | 179,907 | 24,248 | 15,374 |
Supplemental cash flow information: | |||
Cash paid for interest on finance lease obligations | 17 | 2 | |
Supplemental disclosure of noncash investing and financing activities: | |||
Issuance of common stock in litigation settlement | 1,011 | ||
Purchases of property and equipment recorded in accounts payable | 17 | 71 | 641 |
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | 434 | 206 | |
Cashless exercise of common stock warrants | 2,158 | ||
Right-of-use assets obtained in exchange for lease obligations | 9,044 | ||
Property and equipment acquired under finance leases | 93 | 342 | |
Change in unrealized loss on available-for-sale marketable securities | (123) | (1) | |
Unpaid deferred issuance costs | 56 | 1,363 | |
Debt discount and derivative liability at issuance of convertible notes payable | $ 270 | ||
Series B-1 Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Convertible Preferred Stock | 30,968 | ||
Series B-2 Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Convertible Preferred Stock | 5,071 | ||
Private Placement | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 23,889 | ||
Public Follow on Offering | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 134,582 | ||
At-The Market Offering | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | $ 23,836 | $ 19,104 |
The Company and a Summary of it
The Company and a Summary of its Significant Accounting Policies | 12 Months Ended |
Dec. 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) Nature of Operations On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two reverse stock split of its common stock (“Reverse Stock Split”). The Company is a 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 fourth 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 in accordance with Centers for Disease Control and Prevention (“CDC”), Occupational Safety and Health Administration (“OSHA”) and other guidance within its CLIA laboratory operations. Additionally, the Company has transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the fourth quarter of 2021, the ongoing COVID-19 pandemic has reduced patient access to clinician offices for in-person testing and reduced access by the Company’s sales force for in-office sales calls, which has resulted in a reduced volume of billable samples received during the fourth 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, in-office access by the Company’s sales force returns to pre-pandemic levels, or telemedicine options are more widely adopted. Additionally, the ongoing COVID-19 pandemic has negatively affected and will continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent of such effect on the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. (b) Basis of Presentation The consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”). In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. (c) Revision to Prior Period Financial Statements As discussed under the heading “Revision to Prior Period Financial Statements” in Note 1 of the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021, 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”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement highlighted challenges associated with the accounting for complex financial instruments that may be common in SPACs, specifically accounting for warrants issued in connection with a SPAC’s formation and initial registered offering. In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. 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 one 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 concluded the adjustments are not material to any individual period prior to the period ended March 31, 2021, taking into account the requirements of ASC Topic 250, 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 the Company’s 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 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 consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2020 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Consolidated Statements of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) (2,084 ) (441 ) (2,525 ) 40 (1,228 ) (1,188 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) $ (2.08 ) $ (0.07 ) $ (2.15 ) The 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 ) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including but not limited to, those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, warrant liability, right-of-use (“ROU”) assets and the realization of deferred tax assets. Actual results may differ from those estimates. ( e ) Cash, Cash Equivalents and Restricted Cash 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. Restricted cash consists of cash deposited with a financial institution as collateral for the Company’s letters of credit for its facility leases. Restricted cash is classified as noncurrent based on the terms of the underlying lease arrangement. The following table provides a reconciliation of cash, cash equivalents and restricted cash that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Beginning of period End of period Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 24,248 $ 176,882 $ 15,374 $ 24,248 $ 4,753 $ 15,374 Restricted cash — 3,025 — — — — Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows $ 24,248 $ 179,907 $ 15,374 $ 24,248 $ 4,753 $ 15,374 (f) Marketable Securities The Company considers securities with maturities of greater than 90 days at the time of purchase 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 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 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 due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company does not generally intend to sell the investments and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost basis, which may occur at maturity. The Company has determined that there were no material declines in fair values of its investments due to credit-related factors as of December 31, 202 1 . ( g ) Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Property and equipment consists mainly of assets such as leasehold improvements, office, computer and laboratory equipment, including laboratory equipment acquired under finance lease arrangements. Amortization of assets that are recorded under finance leases in depreciation expense is included in cost of revenues on the consolidated statement of operations. Gross assets recorded under finance leases were $0.4 million and $0.3 million as of December 31, 2021 and 2020, respectively. Accumulated amortization associated with finance leases was $0.1 million and $10,000 as of December 31, 2021 and 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. The Company disposed of $0.1 million, $0.1 million, and zero of equipment during the years ended December 31, 2021, 2020, and 2019, 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 years ended December 31, 2021, 2020, and 2019. (h) Leases The Company acts as lessee in its lease agreements, which include operating leases for corporate offices and finance leases for certain laboratory and office equipment. In accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as adopted on January 1, 2021, the Company determines if an arrangement is a lease at inception. Finance leases are included in the consolidated balance sheets as property and equipment, net and finance lease obligations at the present value of the lease payments. Operating leases are included in the consolidated balance sheet as ROU assets and operating lease liabilities at the present value of the lease payments. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of less than 2 years to 10 years The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. ( i ) Research and Development Costs incurred in connection with research and development (“R&D”) activities are expensed as incurred. R&D expenses consist of (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; and (ii) 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. ( j ) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of December 31, 2021, the Company maintained $100.1 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 $60.2 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of December 31, 2021. The Company has not experienced any losses in such accounts. ( k ) Income Taxes The Company provides for federal and state income taxes on the asset and liability approach which requires deferred tax assets and liabilities to be recognized based on temporary differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year and prior year operating losses, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 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 consolidated financial statements, of which there are none. The Company recognizes interest and penalties related to income tax matters in income tax expense. ( l ) Revenue Recognition The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company recognizes revenue from its assay and contract services in accordance with the core principles and key aspects considered by the Company. These considerations are described in detail below, first for Assay Revenue and then for Contract Revenue. Assay Revenue The Company generates revenues from its Pigmented Lesion Assay (“PLA”) and PLA plus (now referred to as the “DermTech Melanoma Test” or “DMT”, which may consist at the option of the ordering clinician of either (i) the PLA or (ii) the PLA and PLA plus ) it provides to healthcare clinicians throughout the United States to assist in a clinician’s diagnosis of melanoma. The Company provides prescribing clinicians with its Smart Sticker 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 Smart Sticker collection kit be sent to the patient’s home for a clinician-guided remote collection on ambiguous pigmented skin lesions. A patient can also initiate the process by downloading the Company’s telemedicine app, DermTech Connect, which uses store-and-forward technology to allow the patient to take a picture of a suspicious lesion with their phone and have the picture reviewed by an independent clinician who is subscribing to the DermTech Connect platform to assess the suspicious lesion, and if medically necessary, order a DMT. The DermTech Connect app and telemedicine service were initially beta tested in Florida and is currently available in a limited number of states where permitted by law and applicable standards of practice guidelines. Once the sample is collected by the patient via the telemedicine solution or by a healthcare clinician in person , 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 S mart S ticker and analyzed using gene expression and sequencing 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 clinician detailing the test results for the pigmented skin lesion indicating whether the sample collected is indicative of melanoma or not. Contracts The Company’s customer is the patient. However, the Company does not enter into a formal reimbursement agreement with a patient, as formal reimbursement agreements are more commonly established with insurance payors. Accordingly, the Company establishes an agreement with a patient in accordance with other customary business practices. • Approval of an agreement is established by the use of the Company’s the Company’s • The Company is obligated to perform the Company’s • Payment terms are a function of a patient’s existing insurance benefits. • Once the Company delivers a patient’s test result to the ordering physician, the Company is legally able to collect payment and bill an insurer and/or patient, depending on payor agreement status or patient insurance benefit status. • The Company’s consideration is deemed to be variable, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained. Performance Obligations A performance obligation is a promise in an agreement to transfer a distinct good or service (or a bundle of goods or services) to the customer. The customer is able to order a DMT, which is treated as a single performance obligation. Transaction Price The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected from an agreement with a customer may include fixed amounts, variable amounts, or both. The consideration derived from the Company’s agreements is deemed to be variable, though the variability is not explicitly stated in any agreement. Rather, the implied variability is due to several factors, such as the amount of contractual adjustments, any patient co-payments, deductibles or patient compliance incentives, the existence of secondary payors and claim denials. The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payor reimbursement agreements. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was not material for the years ended December 31, 2021, 2020, and 2019, respectively. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for an agreement with a patient, it will account for the change as an increase in the estimate of the transaction price (i.e., an upward revenue adjustment) in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price (i.e., a downward revenue adjustment), provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of a patient’s test result to the ordering physician, with recognition, generally occurring at the date of cash receipt. Allocate the Transaction Price The entire transaction price is allocated entirely to the single performance obligation contained within the agreement with a patient. Recognize Revenue The Company’s single performance obligation is satisfied at a point in time, and that point in time is defined as the date a patient’s successful test result is delivered to the patient’s ordering physician. The Company considers this date to be the time at which the patient obtains control of the final results of the promised test service. Contract Revenue Contract revenue is generated from the sale of laboratory services and Smart Stickers 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 Smart Sticker, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. Contracts As part of the Company’s contract revenue, the Company has established agreements and work orders with the Company’s third-party partners that fall under the scope of ASC 606. Performance Obligations ASC 606 requires an entity to assess the goods or services promised in a contract and identify as a performance obligation each promise to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct, or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Based upon review of existing contracts, a majority of the Company’s contract revenue agreements contain three performance obligations: (1) Smart Stickers (2) RNA extractions and analysis (3) Certain project management fees Many of the Company’s contract revenue agreements contain promises such as start-up activities and quality system setup fees, which are activities that the Company performs to fulfill the agreement and they do not transfer any good or service to the customer. These promises encompass the administrative tasks associated with beginning and initiating a new project or study with a third-party company. In accordance with ASC 606, an entity does not account for these activities as a promised good or service within the agreement nor evaluate whether they are a performance obligation. Transaction Price The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in an agreement with a customer may include fixed amounts, variable amounts, or both. The transaction prices of the Company’s performance obligations are listed in its agreements on a per unit basis and are fixed for adhesive sample collection kits and RNA extractions and analysis. The project management fees are assessed based on a monthly service fee which range within the agreements depending on certain factors which include length of the project and the amount of Smart Stickers or RNA extractions and analysis promised within the agreement. The fixed and variable rates are materially consistent within the Company’s agreements. Therefore, the Company utilizes the prices listed in our agreements as the transaction price for each performance obligation. In determining the transaction price, ASC 606 requires an entity to adjust the promised amount of consideration for the effects of the time value of money if the agreement contains a significant financing component. The Company’s agreements state fixed transaction prices for each deliverable associated with the agreement and do not qualify for the significant financing component of ASC 606. Allocate the Transaction Price The Company’s contracts have a directly observable transaction price pertaining to each promised good or service. Those prices are consistent across agreements for Smart Stickers and RNA extractions and analysis, with the exception of the Company’s project management fees, which the Company’s believes encompass a sufficiently narrow range of prices that are dictated upon factors of each agreement previously discussed above. Therefore, the Company relies on those transaction prices as the basis to allocate the stand-alone selling prices to the performance obligations of the agreement. Most of the Company’s agreements contain a discount that is allocated to items within the agreement, whether they are performance obligations or not. Those items that are not performance obligations (e.g., quality system setup and start up fees) have the associated discount allocated to the transaction prices of the performance obligatio |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 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 at December 31, 2021 were as follows (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt securities $ 15,385 $ — $ (33 ) $ 15,352 Municipal securities 7,417 — (5 ) 7,412 U.S. government debt securities 25,771 1 (87 ) 25,685 Total short-term marketable securities, available-for-sale $ 48,573 $ 1 $ (125 ) $ 48,449 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 securities $ 8,946 $ — $ (6 ) $ 8,940 Municipal securities 7,325 1 (2 ) 7,324 U.S. government debt securities 23,259 6 — 23,265 Total short-term marketable securities, available-for-sale $ 39,530 $ 7 $ (8 ) $ 39,529 As of December 31, 2021, the estimated market value of debt securities with contractual maturities of less than twelve months was $21.2 million; the remaining debt securities that we held at that date had an estimated market value of $27.2 million and contractual maturities of up to 23 months. As of December 31, 2020, Gross realized gains and losses on our debt securities for the twelve months ended December 31, 2021 and 2020 were not significant. Prepaid Expenses and PP&E Consolidated balance sheet details are as follows (in thousands): December 31, 2021 December 31, 2020 Prepaid expenses and other current assets: Prepaid insurance $ 1,801 $ 1,172 Prepaid trade shows 440 — Prepaid software fees 551 214 Deferred issuance costs — 56 Prepaid employee compensation 238 — Other current assets 136 79 Total prepaid expenses and other current assets $ 3,166 $ 1,521 Property and equipment, gross: Laboratory equipment $ 4,805 $ 2,544 Computer equipment 171 38 Furniture and fixtures 124 109 Leasehold improvements 1,074 727 Total property and equipment, gross 6,174 3,418 Less accumulated depreciation (1,625 ) (687 ) Total property and equipment, net $ 4,549 $ 2,731 Accrued Compensation and Accrued Liabilities Consolidated balance sheet details are as follows (in thousands): December 31, 2021 December 31, 2020 Accrued compensation: Accrued paid time off $ 1,245 $ 606 Accrued bonus and deferred compensation 3,875 1,469 Total accrued compensation $ 5,120 $ 2,075 Accrued liabilities: Accrued consulting services $ 775 $ 285 Other accrued expenses 452 478 Total accrued liabilities $ 1,227 $ 763 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt 2018 Convertible Bridge Notes From August to November 2018, DermTech Operations issued $6.8 million aggregate principal amount of convertible bridge notes (“2018 Bridge Notes”), resulting in $6.6 million in net proceeds. The 2018 Bridge Notes carried a 10% interest rate and matured on March 31, 2019. Since the 2018 Bridge Notes were not paid or converted by March 31, 2019, the interest rate increased to 15%. The 2018 Bridge Notes were subject to automatic conversion into equity securities of DermTech Operations at the closing of a single capital raising transaction or series of related capital raising transactions in which DermTech Operations issued equity securities with aggregate gross proceeds to DermTech Operations of at least $20 million (“Qualified Financing”) that occurred on or prior to the maturity date. Upon automatic conversion of these 2018 Bridge Notes, the note holders were entitled to receive shares of DermTech Operations’ equity securities equal to the quotient obtained by dividing the unpaid principal amount of these 2018 Bridge Notes plus interest accrued but unpaid by the lesser of: 1) the lowest price per share of the new stock paid in the Qualified Financing by investors multiplied by 70%. 2) the price per share obtained by dividing $45 million by DermTech Operations’ fully-diluted capitalization immediately prior to such Qualified Financing assuming exercise or conversion of all outstanding options and issuance of all outstanding restricted stock unit awards, including all shares of common stock reserved and available for future grant under any equity incentive plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding any shares issuable upon exercise of the DermTech Operations’ outstanding common stock warrants or conversion of the 2018 Bridge Notes. Several of the embedded features of the 2018 Bridge Notes were identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract. DermTech Operations accounted for this by separating the derivative component of the 2018 Bridge Notes as a derivative liability on the consolidated balance sheet. DermTech Operations assigned a value to the debt component of the 2018 Bridge Notes equal to the difference between the estimated fair value of the 2018 Bridge Notes with and without the conversion features, which resulted in DermTech Operations recording the 2018 Bridge Notes at a discount. The total debt discount amount as of the respective date of issuance of the 2018 Bridge Notes was determined to be $2.5 million. DermTech Operations amortized the debt discount over the contractual life (i.e., March 31, 2019) of the 2018 Bridge Notes as additional non-cash interest expense utilizing the effective interest method. At each financial reporting period, DermTech Operations remeasured the fair value of the embedded features bifurcated from the 2018 Bridge Notes (i.e., the derivative liability) and changes in the fair value are recognized in earnings. Losses relating to the change in fair value of the derivative liability recognized as other expense on the Statement of Operations were zero and $0.4 million for the years ended December 31, 2020 and 2019, respectively. On May 23, 2019, DermTech Operations and the various convertible 2018 Bridge Note holders agreed to amend the outstanding convertible notes that were issued in the last half of 2018. As part of the amendment, the maturity dates of the notes were extended to the earliest of (i) September 24, 2019; (ii) the occurrence of an Event of Default (as defined in the 2018 Bridge Notes); (iii) the consummation of a liquidation or dissolution of DermTech Operations (iv) a Liquidation Transaction (as defined in the 2018 Bridge Notes); or (v) the consummation of a merger with or into the Company or any of its subsidiaries. In addition, immediately prior to the consummation of a DermTech Operations merger with or into the Company or any of its subsidiaries substantially on the terms contemplated as of the date of the amendment to the outstanding convertible notes on or before September 24, 2019 (a “Qualifying Merger”), the outstanding principal amount of and all accrued but unpaid interest on each of the convertible notes would automatically be converted into shares of the DermTech Operations’ common stock at a price per share equal to 70% of the Merger Consideration. For purposes of the preceding sentence, the “Merger Consideration” means (i) the lesser of $6.46 and (ii) the offering price per share of the private investment in public equity (“PIPE”) transaction to be consummated concurrently with the consummation of the Qualifying Merger multiplied by the Conversion Ratio. For the purposes of the preceding sentence, the “Conversion Ratio” means the quotient resulting from dividing 8,000,000 by the number of fully diluted shares of the Company as of immediately after the conversion of the notes. This new embedded Qualifying Merger feature of the 2018 Bridge Notes was identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract with the previously identified embedded features that met the criteria of being a derivative. In addition, this amendment was accounted for as a debt modification of the existing 2018 Bridge Notes. 2019 Convertible Bridge Notes Between June 5 th th The unpaid principal amount of these convertible bridge notes together with any interest accrued but unpaid thereon, would automatically be converted into shares of DermTech Operations’ common stock immediately prior to the consummation of a Qualifying Merger. Upon the conversion of these notes, the note holders were entitled to receive a number of shares of DermTech Operations’ common stock equal to the quotient obtained by dividing (i) the unpaid principal amount of these notes plus interest accrued but unpaid thereon, by (1) if the Qualifying Merger consummates prior to the maturity date, the lesser of (x) $5.80 and (y) 90% of the Merger Consideration (as defined below), or (2) if the Qualifying Merger consummates on or after the maturity date, the lesser of (x) $4.51 and (y) 70% of the Merger Consideration. For purposes of the preceding sentence, the “Merger Consideration” means the offering price per share of the PIPE transaction between Constellation and the investors thereto, consummated substantially concurrently with the consummation of the Qualifying Merger, multiplied by the Conversion Ratio (as defined below). For purposes of the preceding sentence, the “Conversion Ratio” means the quotient resulting from dividing 8,000,000 by the number of the Company’s fully diluted shares immediately prior to the consummation of the Qualifying Merger, assuming exercise of all outstanding options, issuance of all common stock underlying outstanding restricted stock unit awards, exercise of all outstanding warrants, and conversion of all outstanding convertible promissory notes, including these notes and any other note of substantially the same form, but excluding all shares of DermTech Operations’ common stock reserved and available for future grant under any equity incentive or similar plan of DermTech Operations, and in each case as adjusted for stock splits, combinations and similar transactions, all calculated in accordance with the final allocation schedule delivered in connection with the Qualifying Merger. Several of the embedded features of the 2019 Bridge Notes were identified as meeting the criteria of a derivative and ultimately bifurcated from the host contract. DermTech Operations accounted for this by separating the derivative component of the 2019 Bridge Notes as a derivative liability on the consolidated balance sheet. The Company assigned a value to the debt component of the 2019 Bridge Notes equal to the difference between the estimated fair value of the 2019 Bridge Notes with and without the conversion features, which resulted in DermTech Operations recording the 2019 Bridge Notes at a discount. The total debt discount amount as of the respective date of issuance of the 2019 Bridge Notes was determined to be $0.3 million. DermTech Operations amortized the debt discount over the contractual life (i.e., September 25, 2019) of the 2019 Bridge Notes as additional non-cash interest expense utilizing the effective interest method. At each financial reporting period, DermTech Operations remeasured the fair value of the embedded features bifurcated from the 2019 Bridge Notes (i.e., the derivative liability) and changes in the fair value were recognized in earnings. Losses relating to the change in fair value of the derivative liability recognized as other expense on the Statement of Operations were of zero and $14,000 for the years ended December 31, 2020 and 2019, respectively. Exchange of Convertible Debt for Common Shares On August 29, 2019, immediately prior to the completion of the Business Combination, all unpaid principal and interest on the 2019 Bridge Notes and the 2018 Bridge Notes (collectively, the “Bridge Notes”) was converted into 2,267,042 common shares of DermTech Operations. The conversion of the Bridge Notes debt for common shares of DermTech Operations was accounted for as an extinguishment of the Bridge Notes. The conversion resulted in DermTech Operations having legally settled the debt obligations. DermTech Operations’ equity was increased by the settlement-date fair value of the common shares issued. Certain bifurcated embedded derivative instruments also were settled as part of the transaction. The net carrying amounts of the Bridge Notes, including remaining unamortized debt discount and issuance costs, and the bifurcated embedded derivative liability were extinguished on the date of the Business Combination. A gain on debt extinguishment of $ 0.9 million was recognized, which represented the unamortized debt discounts and issuance costs remaining at the time of the debt extinguishment. There was no liability balance for the Company’s 2019 Bridge Notes or 2018 Bridge Notes as of December 31, 2021 and 2020. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | 4. Convertible Preferred Stock and Stockholders’ Equity (a) Classes of Stock The Company’s amended and restated certificate of incorporation authorizes it to issue 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. Both classes of stock have a par value of $0.0001 per share. (c) Series A Convertible Preferred Stock Financing 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. On September 9, 2020, the Company filed a Certificate of Elimination of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware to eliminate its Series A Convertible Preferred Stock. (d) 2020 PIPE Financing On February 28, 2020, the Company entered into a securities purchase agreement with certain institutional investors for a private placement of the Company’s equity securities (the “2020 PIPE Financing”). Cowen and Company, LLC (“Cowen”) served as lead placement agent for the 2020 PIPE Financing, with William Blair & Company, L.L.C. acting as joint placement agent. Lake Street Capital Markets, LLC acted as co-placement agent. The 2020 PIPE Financing closed on March 4, 2020. The 2020 PIPE Financing consisted of 2,467,724 shares of common stock at a price of $10.50 per share, 3,199 shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Shares”) at a price of $10,500 per share, and 524 shares of Series B-2 Convertible Preferred Stock (the “Series B-2 Shares”) at a price of $10,500 per share, for aggregate gross proceeds of approximately $65.0 million, reduced by $5.1 million in issuance costs. Prior to the closing of the 2020 PIPE Financing, the Company designated (i) 3,200 shares of its authorized and unissued preferred stock as Series B-1 Convertible Preferred Stock by filing the Series B-1 Certificate of Designation with the Delaware Secretary of State and (ii) 525 shares of its authorized and unissued preferred stock as Series B-2 Convertible Preferred Stock by filing the Series B-2 Certificate of Designation with the Delaware Secretary of State. (e) Series B-1 Convertible Preferred Stock Issued in Connection with 2020 PIPE Financing In connection with the 2020 PIPE Financing transaction and on March 2, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Company’s Series B-1 Convertible Preferred Stock (the “Series B-1 Certificate of Designation”). An aggregate of 3,199 shares of Series B-1 Convertible Preferred Stock for an aggregate purchase price of $33.6 million were issued to certain accredited investors. At the Company’s annual meeting held on May 26, 2020, the Company’s stockholders voted to approve the 2020 PIPE Financing. As a result, on May 27, 2020 the 3,199 3,198,949 (f) Series B-2 Convertible Preferred Stock Issued in Connection with 2020 PIPE Financing In connection with the 2020 PIPE Financing transaction and on March 2, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Company’s Series B-2 Convertible Preferred Stock (the “Series B-2 Certificate of Designation”). An aggregate of 524 shares of Series B-2 Convertible Preferred Stock for an aggregate purchase price of $5.5 million were issued to certain accredited investors. On August 10, 2020, entities affiliated with Farallon Capital Management, L.L.C. converted an aggregate of 524 shares of Series B‑2 Preferred Stock into 523,814 shares of common stock. On September 9, 2020, the Company filed a Certificate of Elimination of Series B-2 Convertible Preferred Stock with the Secretary of State of the State of Delaware to eliminate its Series B-2 Convertible Preferred Stock. (g) At-The Market Offering On November 10, 2020, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen 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. During 2020, the Company issued an aggregate of 951,792 shares of common stock pursuant to the Sales Agreement 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. For the year ended December 31, 2021, the Company issued an aggregate of 530,551 shares of common stock pursuant to the Sales Agreement at a weighted average purchase price of $46.33 resulting in aggregate gross proceeds of approximately $24.6 million, reduced by $0.7 million in issuance costs, resulting in net proceeds to the Company of approximately $23.8 million. (h) 2021 Underwritten Public Offering On January 6, 2021, the Company entered into an Underwriting Agreement with Cowen 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. ( i ) Warrants SPAC Warrants The Company previously issued a total of 14,936,250 SPAC Warrants to purchase common stock in public offering and private placement offerings which were consummated on June 23, 2017. As part of the public offering, the Company issued 14,375,000 Public SPAC Warrants and as part of the private placement offering, the Company issued 561,250 Private SPAC Warrants. The SPAC Warrants have a five-year four SPAC Warrants entitle the holder to purchase one 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. 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. In 2021, a total of 12,120,397 SPAC Warrants were exercised, resulting in the Company’s issuance of 3,030,092 shares of common stock and the receipt of $69.7 million in gross proceeds. Outstanding SPAC Warrants totaled 2,815,853 and 14,936,250 as of December 31, 2021 and 2020, respectively. Private SPAC Warrants that were still owned by the original holder totaled 80,350 and 323,500 as of December 31, 2021 and 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 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 seven-year seven-year ( j ) Stock-Based Compensation 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 both December 31, 2021 and 2020. 2020 Equity Incentive Plan On May 26, 2020, the Company’s stockholders approved the adoption of the 2020 Plan, which provides for the granting of incentive and non-qualified stock options, restricted stock and stock-based awards. Under the 2020 Plan, incentive and non-qualified stock options may be granted at not less than 100% of the fair market value of the Company’s common stock on the date of grant. If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of the Company’s capital stock, the exercise price may not be less than 110% of the fair market value of the Company’s common stock on the date of grant and the term of the option may not be longer than five years. The 2020 Plan authorizes the Company to issue up to 1,900,000 shares of the Company’s common stock pursuant to awards granted under the 2020 Plan, plus the number of shares underlying any stock option and other stock-based awards previously granted under the 2010 Plan that are forfeited, canceled, or terminated (other than by exercise) on or after May 26, 2020; provided that no more than 1,400,000 shares may be added to the 2020 Plan pursuant to such forfeitures, cancellations and terminations. In addition, the number of shares available for issuance under the 2020 Plan will automatically increase on the first day of each fiscal year beginning in fiscal year 2021 and ending on the second day of fiscal year 2025, by an amount equal to the smaller of (i) 3.5% of the number of shares of common stock outstanding on such date and (ii) an amount determined by the administrator of the 2020 Plan. The 2020 Plan will expire on April 12, 2030 or an earlier date approved by a vote of the Company’s stockholders or board of directors. The contractual term of options granted under the 2020 Plan is not more than ten years. Vesting provisions vary based on the specific terms of the individual option awards. 602,955 shares remained available for future grant under the 2020 Plan as of December 31, 2021. The following table summarizes stock option transactions for the years ended December 31, 2021 and 2020: Total options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2019 443,547 $ 3.84 7.80 $ 3,796 Granted 1,285,183 12.25 Exercised (143,995 ) 3.29 Forfeited (32,252 ) 8.28 Outstanding at December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Granted 486,104 43.36 Exercised (196,333 ) 5.98 Forfeited (121,622 ) 12.78 Outstanding at December 31, 2021 1,720,632 $ 20.37 8.31 $ 5,698 Options vested and expected to vest as of December 31, 2021 1,720,632 $ 20.37 8.31 $ 5,698 Options exercisable as of December 31, 2021 607,127 $ 10.16 7.59 $ 3,523 The following table summarizes RSU transactions for the years ended December 31, 2021 and 2020: Total RSUs Weighted average grant date fair value per share Outstanding at December 31, 2019 — $ — Granted 739,962 12.47 Released (175,527 ) 11.60 Forfeited (3,938 ) 11.41 Outstanding at December 31, 2020 560,497 $ 12.75 Granted 718,053 34.09 Released (277,259 ) 14.20 Forfeited (17,888 ) 38.03 Outstanding at December 31, 2021 983,403 $ 27.46 RSUs vested and expected to vest as of December 31, 2021 983,403 $ 27.46 RSUs vested, but not yet issued as of December 31, 2021 12,632 $ 41.81 2020 Employee Stock Purchase Plan On May 26, 2020, the Company’s stockholders approved the adoption of 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 the Company’s common stock on the first business day of an offering period or (ii) the fair market value of the Company’s 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 and August 31, 2021, the Company issued 39,960 and 18,155 shares of its common stock, respectively, 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. 549,289 shares remained available for future grant under the ESPP as of December 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 Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Warrants to purchase common stock 31 151 SPAC Warrants to purchase common stock* 704 3,734 Stock options issued and outstanding 1,721 1,552 Restricted stock units issued and outstanding 983 560 Authorized for future equity grants 603 935 Authorized for future ESPP purchases 549 400 Total common stock reserved for future issuance 4,591 7,332 * Four SPAC Warrants are needed to purchase one share |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company has reported net losses since inception, and therefore, the minimum provision for state income taxes has been recorded. The following table provides a reconciliation between income taxes computed at the federal statutory rate of 21% at December 31, 2021, 2020, and 2019, and the Company’s provision for income taxes. Year ended December 31 2021 2020 2019 Income tax at statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal tax benefit 4.8 4.9 — Permanent items 1.1 (0.1 ) (0.8 ) Tax credits 0.6 0.4 0.2 Other (0.4 ) (0.5 ) — Valuation allowance (decrease) increase (27.1 ) (25.7 ) (20.4 ) Income tax expense — % — % — % Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31, 2021, 2020, and 2019 are shown below (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss $ 46,886 $ 28,422 $ 20,336 Research and development credits 2,411 1,631 1,400 Depreciation and amortization — 14 33 Stock based compensation 2,126 653 119 Accruals and other 719 422 194 Operating lease liability 1,935 — — Deferred revenue 340 — — Total deferred tax assets 54,417 31,142 22,082 Deferred tax liabilities: Depreciation and amortization (32 ) — — Operating lease right-of-use assets (1,972 ) — — Total deferred tax liabilities (2,004 ) — — Net deferred tax assets before valuation allowance 52,413 31,142 22,082 Less: valuation allowance (52,413 ) (31,142 ) (22,082 ) Net deferred tax assets $ — $ — $ — The Company maintains a full valuation allowance against its net deferred tax assets as realization of such assets is not more likely than not. At December 31, 2021, 2020, and 2019, the Company had federal tax net operating loss (“NOL”) carryforwards of approximately $184.0 million, $110.8 million, and $79.4 million, respectively, as well as state tax NOL carryforwards at December 31, 2021, 2020, and 2019 of approximately $141.1 million, $84.3 million, and $53.4 million, respectively. Federal NOL carryforwards began to expire during 2021 while the Company’s state NOL carryforwards begin to expire during various years, dependent on the jurisdiction. The Company also had federal income tax R&D and other tax credit carryforwards at December 31, 2021, 2020, and 2019 of approximately $1.4 million, $0.9 million, and $0.8 million, respectively, and state income tax R&D and other tax credits of approximately $1.3 million, $0.9 million, and $0.8 million at December 31, 2021, 2020, and 2019, respectively. The federal credit carryforwards began to expire during 2021 and the state credit carryforwards do not expire. The Company has not performed a formal study validating its federal and state R&D tax credits and upon preparation, such tax credit carryforwards could vary from what was originally claimed on applicable income tax returns. The utilization of NOL 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% 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 such credits claimed on its tax returns. Once a study is completed, 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. The Company records uncertain tax positions on the basis of a two-step process in which it determines whether it is more likely than not tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more likely than not recognition threshold the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it has no uncertain tax positions as of December 31, 2021, 2020, and 2019. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, 2021 (“CAA 2021”), which included a number of provisions including, but not limited to the extension of numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the deductibility of expenses paid with Paycheck Protection Program (“PPP”) loan funds that are forgiven. T he effects of the CAA 2021 have been incorporated into the income tax provision for the year ended December 31, 202 1 . These provisions did not have a material impact on the income tax provision. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Leases, Commitments and Contingencies | 6. Leases, Commitments and Contingencies Finance Leases The Company leases certain laboratory equipment from various third parties, through equipment finance leases (previously referred to as “capital leases”). These leases either include a bargain purchase option or the terms of the leases are at least 75 percent of the useful lives of the assets and are therefore classified as finance leases. These leases are capitalized in property and equipment, net on the accompanying consolidated balance sheets December 31, 2021 December 31, 2020 Gross finance lease obligations $ 274 $ 362 Less: imputed interest (17 ) (27 ) Present value of net minimum lease payments 257 335 Less: current portion of finance lease obligations (121 ) (109 ) Total long-term finance lease obligations $ 136 $ 226 Operating Leases Del Mar Heights Lease On July 1, 2021, the Company entered into an Office Lease (the “Del Mar Lease”) with Kilroy Realty, L.P. (the “Landlord”), with respect to an aggregate of 95,997 rentable square feet consisting of the entire building located at 12340 El Camino Real, San Diego, California 92130 (the “Entire Premises”). The Entire Premises covered by the Lease will serve as the Company’s new principal office. The Del Mar Lease provides for a tenant improvement allowance of $125.00 per rentable square foot of the Entire Premises for a total of $12.0 million that the Landlord will use to fund the installation and/or construction of certain improvements to the Entire Premises in four phases, with each phase pertaining to a specified portion of the Entire Premises. The initial term of the Del Mar Lease is ten years and six months beginning on the earlier to occur of (i) January 1, 2023 and (ii) the date that Landlord tenders possession of the Phase III Premises (as defined in the Del Mar Lease) to the Company following the substantial completion of the improvements to the Phase III Premises required by the Del Mar Lease (the “Lease Commencement Date”). The Company has the option to extend the term of the Lease for two additional five-year periods, subject to the terms of the Del Mar Lease. As the Landlord tenders possession of each portion of the Entire Premises for which the applicable improvements required by the Del Mar Lease are substantially complete, the Company will be obligated to make monthly payments of base rent with respect to such portion of the Entire Premises as set forth on Schedule 1 to the Del Mar Lease. In the event the Company exercises its option to extend the Del Mar Lease term, the Lease provides for monthly rent payments during the additional five-year periods at the then-current market rent as determined in accordance with the Del Mar Lease. In addition to rent, the Del Mar Lease requires the Company to pay additional rent amounts for taxes, insurance, maintenance and other expenses. During the year ended December 31, 2021, the Company took initial possession of the first phase of what is expected to become its corporate headquarters, and the Company capitalized a right-of-use asset and related lease liability of $5.7 million associated with the first phase. The extension option periods were not considered in the determination of the right-of-use asset or the lease liability as the Company did not consider it reasonably certain that it would exercise such extension options. Pending execution of the Landlord's obligations to prepare leased spaces for occupancy, the Company expects the operating leases for the additional office and laboratory space to commence on various dates in the year ending December 31, 2022. The Company has an estimated future lease payment obligation of approximately $63.3 million related to corporate office facilities that were in the process of being built-out as of December 31, 2021. The lease liabilities and the corresponding right-of-use assets associated with these lease obligations will be recorded upon the commencement date of the operating leases. In connection with this operating lease, in lieu of a cash security deposit, the Company’s bank issued a letter of credit on its behalf, which is secured by a deposit totaling $3.0 million and is included in restricted cash on the consolidated balance sheet based on the term of the underlying lease. As of December 31, 2021, none of the standby letter of credit amount has been used. Torrey Pines Lease In January 2013, DermTech Operations entered into a non-cancelable lease agreement for its operating facilities in Torrey Pines (the “Torrey Lease”). In January 2014, DermTech Operations signed an amendment to the Torrey Lease to extend the term through January 2017. In November 2016, DermTech Operations signed a second amendment to the Torrey Lease to extend the term through March 2022. In August 2019, DermTech Operations signed a third amendment to the Torrey 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 Torrey Lease to add additional space. In connection with the Business Combination, the Company assumed all obligations under the Torrey Lease, as amended, from DermTech Operations. As part of the fifth amendment, the Company was entitled to a tenant improvement allowance for certain costs incurred while performing these improvements in the amount of $0.3 million, which amount may be increased by up to $0.1 million at the Company’s election and subject to corresponding increase in rent. Under the terms of the facilities leases, the Company is required to pay its proportionate share of property taxes, insurance and normal maintenance costs. The lease term for all leased space has an expiration date of April 30, 2023, and an option to extend the lease term on all leased space for one additional three-year term, which the Company is not reasonably certain that it will exercise. As such, the Company did not include this option in the determination of the total lease term. The components of lease expense for the year ended December 31, 2021 was as follows (in thousands): Lease Cost Year Ended December 31, 2021 Operating lease cost Operating lease cost $ 1,517 Variable lease costs 657 Total operating lease cost $ 2,174 Finance lease cost Amortization of leased assets $ 75 Interest on lease liabilities 17 Total finance lease cost $ 92 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,619 Operating cash flows from finance leases $ 17 Financing cash flows from finance leases $ 171 Right-of-use assets obtained in exchange for new operating lease obligations $ 9,044 Right-of-use assets obtained in exchange for new finance lease obligations $ 93 Weighted-average remaining lease term of operating leases (in years) 9.33 Weighted-average remaining lease term of finance leases (in years) 2.34 Weighted-average discount rate for operating leases 5.78 % Weighted-average discount rate for finance leases 5.63 % The Company’s future minimum lease payments under operating and finance leases at December 31, 2021 are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Operating lease obligations, including interest $ 1,802 $ 1,149 $ 688 $ 709 $ 730 $ 4,928 $ 10,006 Finance lease obligations, including interest 132 122 8 8 4 — 274 Total future minimum lease payments $ 1,934 $ 1,271 $ 696 $ 717 $ 734 $ 4,928 $ 10,280 Amounts presented in the table above exclude non-cancelable future minimum lease payments for operating leases that have not commenced as of December 31, 2021. Deferred Underwriting Fees In connection with the execution of the Merger Agreement, the Company, DermTech Operations and 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 $ million in gross proceeds, which satisfied this condition of the Deferred Underwriting Fee Assignment Agreement. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 7. Retirement Plan The Company has an IRC Section 401(k) retirement plan, covering all eligible employees. The Company did not offer a contribution percentage match during 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions During 2019, 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 $2.6 million, $1.3 million, and $0.4 million in costs for the year ended December 31, 2021, 2020, and 2019, respectively. 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 There were no other related party transactions identified for the years ended December 31, 2021, 2020, or 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company considered subsequent events through March 10, 2022, the date the consolidated financial statements were available to be issued. |
The Company and a Summary of _2
The Company and a Summary of its Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | (a) Nature of Operations On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two reverse stock split of its common stock (“Reverse Stock Split”). The Company is a 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 fourth 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 in accordance with Centers for Disease Control and Prevention (“CDC”), Occupational Safety and Health Administration (“OSHA”) and other guidance within its CLIA laboratory operations. Additionally, the Company has transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the fourth quarter of 2021, the ongoing COVID-19 pandemic has reduced patient access to clinician offices for in-person testing and reduced access by the Company’s sales force for in-office sales calls, which has resulted in a reduced volume of billable samples received during the fourth 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, in-office access by the Company’s sales force returns to pre-pandemic levels, or telemedicine options are more widely adopted. Additionally, the ongoing COVID-19 pandemic has negatively affected and will continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent of such effect on the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. |
Basis of Presentation | (b) Basis of Presentation The consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”). In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. |
Revision to Prior Period Financial Statements | (c) Revision to Prior Period Financial Statements As discussed under the heading “Revision to Prior Period Financial Statements” in Note 1 of the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021, 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”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement highlighted challenges associated with the accounting for complex financial instruments that may be common in SPACs, specifically accounting for warrants issued in connection with a SPAC’s formation and initial registered offering. In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. 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 one 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 concluded the adjustments are not material to any individual period prior to the period ended March 31, 2021, taking into account the requirements of ASC Topic 250, 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 the Company’s 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 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 consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2020 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Consolidated Statements of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) (2,084 ) (441 ) (2,525 ) 40 (1,228 ) (1,188 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) $ (2.08 ) $ (0.07 ) $ (2.15 ) The 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 ) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including but not limited to, those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, warrant liability, right-of-use (“ROU”) assets and the realization of deferred tax assets. Actual results may differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | ( e ) Cash, Cash Equivalents and Restricted Cash 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. Restricted cash consists of cash deposited with a financial institution as collateral for the Company’s letters of credit for its facility leases. Restricted cash is classified as noncurrent based on the terms of the underlying lease arrangement. The following table provides a reconciliation of cash, cash equivalents and restricted cash that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Beginning of period End of period Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 24,248 $ 176,882 $ 15,374 $ 24,248 $ 4,753 $ 15,374 Restricted cash — 3,025 — — — — Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows $ 24,248 $ 179,907 $ 15,374 $ 24,248 $ 4,753 $ 15,374 |
Marketable Securities | (f) Marketable Securities The Company considers securities with maturities of greater than 90 days at the time of purchase 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 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 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 due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company does not generally intend to sell the investments and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost basis, which may occur at maturity. The Company has determined that there were no material declines in fair values of its investments due to credit-related factors as of December 31, 202 1 . |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Property and equipment consists mainly of assets such as leasehold improvements, office, computer and laboratory equipment, including laboratory equipment acquired under finance lease arrangements. Amortization of assets that are recorded under finance leases in depreciation expense is included in cost of revenues on the consolidated statement of operations. Gross assets recorded under finance leases were $0.4 million and $0.3 million as of December 31, 2021 and 2020, respectively. Accumulated amortization associated with finance leases was $0.1 million and $10,000 as of December 31, 2021 and 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. The Company disposed of $0.1 million, $0.1 million, and zero of equipment during the years ended December 31, 2021, 2020, and 2019, 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 years ended December 31, 2021, 2020, and 2019. |
Leases | (h) Leases The Company acts as lessee in its lease agreements, which include operating leases for corporate offices and finance leases for certain laboratory and office equipment. In accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as adopted on January 1, 2021, the Company determines if an arrangement is a lease at inception. Finance leases are included in the consolidated balance sheets as property and equipment, net and finance lease obligations at the present value of the lease payments. Operating leases are included in the consolidated balance sheet as ROU assets and operating lease liabilities at the present value of the lease payments. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of less than 2 years to 10 years The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. |
Research and Development | ( i ) Research and Development Costs incurred in connection with research and development (“R&D”) activities are expensed as incurred. R&D expenses consist of (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; and (ii) 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 | ( j ) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of December 31, 2021, the Company maintained $100.1 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 $60.2 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of December 31, 2021. The Company has not experienced any losses in such accounts. |
Income Taxes | ( k ) Income Taxes The Company provides for federal and state income taxes on the asset and liability approach which requires deferred tax assets and liabilities to be recognized based on temporary differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year and prior year operating losses, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 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 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 | ( l ) Revenue Recognition The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company recognizes revenue from its assay and contract services in accordance with the core principles and key aspects considered by the Company. These considerations are described in detail below, first for Assay Revenue and then for Contract Revenue. Assay Revenue The Company generates revenues from its Pigmented Lesion Assay (“PLA”) and PLA plus (now referred to as the “DermTech Melanoma Test” or “DMT”, which may consist at the option of the ordering clinician of either (i) the PLA or (ii) the PLA and PLA plus ) it provides to healthcare clinicians throughout the United States to assist in a clinician’s diagnosis of melanoma. The Company provides prescribing clinicians with its Smart Sticker 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 Smart Sticker collection kit be sent to the patient’s home for a clinician-guided remote collection on ambiguous pigmented skin lesions. A patient can also initiate the process by downloading the Company’s telemedicine app, DermTech Connect, which uses store-and-forward technology to allow the patient to take a picture of a suspicious lesion with their phone and have the picture reviewed by an independent clinician who is subscribing to the DermTech Connect platform to assess the suspicious lesion, and if medically necessary, order a DMT. The DermTech Connect app and telemedicine service were initially beta tested in Florida and is currently available in a limited number of states where permitted by law and applicable standards of practice guidelines. Once the sample is collected by the patient via the telemedicine solution or by a healthcare clinician in person , 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 S mart S ticker and analyzed using gene expression and sequencing 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 clinician detailing the test results for the pigmented skin lesion indicating whether the sample collected is indicative of melanoma or not. Contracts The Company’s customer is the patient. However, the Company does not enter into a formal reimbursement agreement with a patient, as formal reimbursement agreements are more commonly established with insurance payors. Accordingly, the Company establishes an agreement with a patient in accordance with other customary business practices. • Approval of an agreement is established by the use of the Company’s the Company’s • The Company is obligated to perform the Company’s • Payment terms are a function of a patient’s existing insurance benefits. • Once the Company delivers a patient’s test result to the ordering physician, the Company is legally able to collect payment and bill an insurer and/or patient, depending on payor agreement status or patient insurance benefit status. • The Company’s consideration is deemed to be variable, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained. Performance Obligations A performance obligation is a promise in an agreement to transfer a distinct good or service (or a bundle of goods or services) to the customer. The customer is able to order a DMT, which is treated as a single performance obligation. Transaction Price The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected from an agreement with a customer may include fixed amounts, variable amounts, or both. The consideration derived from the Company’s agreements is deemed to be variable, though the variability is not explicitly stated in any agreement. Rather, the implied variability is due to several factors, such as the amount of contractual adjustments, any patient co-payments, deductibles or patient compliance incentives, the existence of secondary payors and claim denials. The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payor reimbursement agreements. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was not material for the years ended December 31, 2021, 2020, and 2019, respectively. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for an agreement with a patient, it will account for the change as an increase in the estimate of the transaction price (i.e., an upward revenue adjustment) in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price (i.e., a downward revenue adjustment), provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of a patient’s test result to the ordering physician, with recognition, generally occurring at the date of cash receipt. Allocate the Transaction Price The entire transaction price is allocated entirely to the single performance obligation contained within the agreement with a patient. Recognize Revenue The Company’s single performance obligation is satisfied at a point in time, and that point in time is defined as the date a patient’s successful test result is delivered to the patient’s ordering physician. The Company considers this date to be the time at which the patient obtains control of the final results of the promised test service. Contract Revenue Contract revenue is generated from the sale of laboratory services and Smart Stickers 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 Smart Sticker, assay development for research partners, RNA extraction, isolation, expression, amplification and detection, including data analysis and reporting. Contracts As part of the Company’s contract revenue, the Company has established agreements and work orders with the Company’s third-party partners that fall under the scope of ASC 606. Performance Obligations ASC 606 requires an entity to assess the goods or services promised in a contract and identify as a performance obligation each promise to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct, or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Based upon review of existing contracts, a majority of the Company’s contract revenue agreements contain three performance obligations: (1) Smart Stickers (2) RNA extractions and analysis (3) Certain project management fees Many of the Company’s contract revenue agreements contain promises such as start-up activities and quality system setup fees, which are activities that the Company performs to fulfill the agreement and they do not transfer any good or service to the customer. These promises encompass the administrative tasks associated with beginning and initiating a new project or study with a third-party company. In accordance with ASC 606, an entity does not account for these activities as a promised good or service within the agreement nor evaluate whether they are a performance obligation. Transaction Price The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in an agreement with a customer may include fixed amounts, variable amounts, or both. The transaction prices of the Company’s performance obligations are listed in its agreements on a per unit basis and are fixed for adhesive sample collection kits and RNA extractions and analysis. The project management fees are assessed based on a monthly service fee which range within the agreements depending on certain factors which include length of the project and the amount of Smart Stickers or RNA extractions and analysis promised within the agreement. The fixed and variable rates are materially consistent within the Company’s agreements. Therefore, the Company utilizes the prices listed in our agreements as the transaction price for each performance obligation. In determining the transaction price, ASC 606 requires an entity to adjust the promised amount of consideration for the effects of the time value of money if the agreement contains a significant financing component. The Company’s agreements state fixed transaction prices for each deliverable associated with the agreement and do not qualify for the significant financing component of ASC 606. Allocate the Transaction Price The Company’s contracts have a directly observable transaction price pertaining to each promised good or service. Those prices are consistent across agreements for Smart Stickers and RNA extractions and analysis, with the exception of the Company’s project management fees, which the Company’s believes encompass a sufficiently narrow range of prices that are dictated upon factors of each agreement previously discussed above. Therefore, the Company relies on those transaction prices as the basis to allocate the stand-alone selling prices to the performance obligations of the agreement. Most of the Company’s agreements contain a discount that is allocated to items within the agreement, whether they are performance obligations or not. Those items that are not performance obligations (e.g., quality system setup and start up fees) have the associated discount allocated to the transaction prices of the performance obligations evenly. Recognize Revenue An entity should recognize revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The Smart Stickers are recognized at a point in time when shipped to the customer. The RNA extraction and analysis are recognized at a point in time when the extraction and analysis process is complete and the results are sent to the customer. The Company provides its project management service over the life of the agreement, providing equal benefit to the customer throughout the life of the project or study. Therefore, the revenue related to the Company’s project management fees is recognized straight-line over the life of the agreement. ( a ) Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source during the years ended December 31, 2021, 2020, and 2019, respectively (in thousands): Year Ended December 31, 2021 2020 2019 Assay Revenue DermTech Melanoma Test $ 11,023 $ 4,241 $ 1,403 Contract Revenue Smart Stickers 348 213 476 RNA extractions 300 1,172 626 Project management fees 166 258 336 Other 1 1 523 Total revenues $ 11,838 $ 5,885 $ 3,364 The following table sets forth the percentages of total revenue or accounts receivable for the Company’s third-party payors and pharmaceutical customers that represent 10% or more of the respective amounts for the periods shown: Total Revenue Accounts Receivable Year Ended December 31, As of December 31, 2021 2020 2019 2021 2020 Assay Revenue Payor A 36 % 32 % * 23 % 21 % Payor B * 11 % 12 % 15 % * Contract Revenue Customer A * 23 % 22 % * * Customer B * * * * 17 % Customer C * * 29 % * * * Less than 10 There were no other payors or customers that individually accounted for more than 10% of total revenue or accounts receivable for the periods shown in the table above. ( b ) Deferred Revenue and Remaining Performance Obligations The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. In a majority of agreements that produce contract revenue, the Company receives a substantial up-front payment and additional payments upon the achievement of various milestones over the life of the agreement. This results in deferred revenue and is relieved upon delivery of the applicable Smart Stickers or RNA extraction results. Changes in accounts receivable and deferred revenue were not materially impacted by any other factors. The Company records a deferred revenue liability if a customer pays consideration before the Company transfers a good or service to the customer. Deferred revenue primarily represents upfront milestone payments, for which consideration is received prior to when goods/services are completed or delivered. Upfront fees that are estimated to be recognized as revenue more than one year from the date of collection are classified as long-term deferred revenue. Short-term deferred revenue as of December 31, 2021, and December 31, 2020, was $1.4 million and $0.9 million, respectively. Long-term deferred revenue as of December 31, 2021, and December 31, 2020, was zero 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 December 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 $0.4 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. |
Accounts Receivable | ( m ) Accounts Receivable Assay Accounts Receivable Due to the nature of the Company’s assay revenue, it can take a significant amount of time to collect upon billed 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 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 $3.6 million and $1.0 million of gross assay accounts receivable as of December 31, 2021 and 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 December 31, 2021, the Company did not maintain any reserves 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 $ million and $ million of contract accounts receivable as of December 31, 202 1 and 2020 , respectively. |
Freight and Shipping Costs | ( n ) Freight and Shipping Costs The Company records outbound freight and shipping costs for its contract and assay revenues in cost of revenues. |
Comprehensive Loss | ( o ) Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. We report net loss and the components of other comprehensive loss, including unrealized gains and losses on marketable securities, net of their related tax effect to arrive at total comprehensive loss. |
Segment Reporting | ( p ) Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. |
Net Loss Per Share | ( q ) Net Loss Per Share Basic and diluted net loss per share 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 years ended December 31, 2021 and 2020, the outstanding common stock warrants, stock options and restricted stock units (“RSUs”) 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 year ended December 31, 2021 excludes the effect of anti-dilutive equity instruments including 734,329 shares of common stock issuable upon the exercise of outstanding common stock warrants and 2,704,035 shares of common stock issuable upon the exercise stock options and release of RSUs. Diluted net loss per share of common stock for the year ended December 31, 2020 excludes the effect of anti-dilutive equity instruments including 3,885,311 shares of common stock then issuable upon the exercise of outstanding warrants and 2,112,980 shares of common stock then issuable upon the exercise of stock options and release of RSUs. Diluted net loss per common share for the year ended December 31, 2019 excludes the effect of anti-dilutive equity instruments including 615,385 shares of common stock issuable upon conversion of the Company’s preferred stock, 4,200,497 shares of common stock issuable upon the exercise of outstanding common stock warrants and 443,547 shares of common stock issuable upon the exercise stock options. The Company did not consider a two-class method of loss per share given that the Company’s convertible participating securities do not participate in losses. |
Stock-Based Compensation | ( r ) Stock-Based Compensation 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. 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 following table sets forth assumptions used to determine the fair value of each option on the date of grant issued under the 2020 Equity Incentive Plan: Year Ended December 31, 2021 2020 2019 Assumed risk-free interest rate 0.52% - 1.39% 0.36% - 1.69% 1.68% - 2.50% Assumed volatility 74.88% - 83.32% 64.03% - 73.44% 72.30% - 73.50% Expected option term 6.08 years 5.04 - 6.25 years 6.02 - 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 2020 Employee Stock Purchase Plan: Year Ended December 31, 2021 2020 Assumed risk-free interest rate 0.05% - 0.18% 0.18% Assumed volatility 64.55% - 69.34% 68.44% Expected option term 0.49 - 0.50 years 0.49 years Expected dividend yield — — The Company recorded stock-based compensation expense for employee options, RSUs, the purchase rights issued under the 2020 Employee Stock Purchase Plan (the “ESPP”), and consultant options of $13.3 million, $5.0 million, and $1.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total compensation cost related to non-vested awards not yet recognized as of December 31, 2021 was $38.4 million, which is expected to be recognized over a weighted average term of 2.83 years. |
Warrant Liability | (s) Warrant Liability 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 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 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: Year Ended December 31, 2021 2020 2019 Assumed risk-free interest rate 0.46% - 0.85% 0.22% - 0.33% 1.40% - 1.66% Assumed volatility 85.85% - 90.70% 69.79% - 79.26% 64.06% - 66.68% Expected term 2.66 - 3.42 years 3.66 - 4.42 years 4.67 - 5.00 years Expected dividend yield — — — |
Fair Value Measurements | (t) Fair Value Measurements 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 December 31, 2021 and 2020 (in thousands): Fair Value Measurements at Reporting Date December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 16,380 $ — $ — $ 16,380 Restricted cash 3,025 Marketable securities, available for sale: Corporate debt securities — 15,352 — 15,352 Municipal securities — 7,412 — 7,412 U.S. government debt securities — 25,685 — 25,685 Total marketable securities, available for sale — 48,449 — 48,449 Total assets measured at fair value on a recurring basis $ 19,405 $ 48,449 $ — $ 64,829 Liabilities: Warrant liability $ — $ — $ 146 $ 146 Total liabilities measured at fair value on a recurring basis $ — $ — $ 146 $ 146 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 448 $ — $ — $ 448 Marketable securities, available for sale: Corporate debt securities — 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 n unobservable input: expected volatility. Expected volatility is considered by the Company to be a n 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, 2019 $ 628 Reclassification of warrant liability due to Private SPAC Warrants not held by original holder (206 ) Change in fair value of warrant liability 1,228 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 (434 ) Change in fair value of warrant liability 1,088 Balance as of December 31, 2021 $ 146 As of December 31, 2021 and 2020, the Company maintains letters of credit of $3.0 million and zero, respectively, related to its lease arrangements, which are secured by money market accounts in accordance with certain of our lease agreements. The amounts are recorded at fair value using Level 1 inputs and included as restricted cash in the Company’s consolidated balance sheets. 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 | ( u ) Accounting Pronouncement Recently Adopted In February 2016, FASB issued ASU No. 2016-02, Leases Leases Since the Company is no longer an emerging growth company as of December 31, 2021, the Company adopted ASC 842 during the third quarter of 2021 effective as of January 1, 2021. The Company has applied its transition provisions at the beginning of the period of adoption (i.e., on the effective date), and so did not restate comparative periods. Under this transition provision, the Company has applied the legacy guidance under ASC 840, including its disclosure requirements, in the comparative periods presented. Adoption of ASU 2016-02 did not result in a cumulative adjustment to the Company’s accumulated deficit as of January 1, 2021. Adoption of ASU 2016-02 resulted in the recording of an operating lease ROU assets and lease liabilities of $2.8 million and $3.1 million, respectively. The difference between the operating lease ROU assets and lease liabilities are due to accrued deferred rent and unamortized lease incentives. Finance lease right-of-use assets and lease liabilities recognized as of January 1, 2021, included preexisting assets and liabilities of $0.3 million, related to finance leases accounted for under ASC 840. Adoption of ASU 2016-02 did not have a material impact on the Company’s results of operations or cash flows. The Company elected to use the transition package of three practical expedients, which among other things, allowed the Company to carry forward the historical lease classification. The Company has elected, under ASC 842, the further practical expedient not to separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also elected the accounting policy election to keep leases with a term of 12 months or less off the balance sheet and to recognize payments for those leases on a straight-line basis over the lease term. The underlying assets of the Company’s leases as of the adoption date consisted of operating facilities and laboratory equipment. Judgment was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgment was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a similar economic environment. The Company has no debt and has not had an established incremental borrowing rate. For the purpose of estimating the incremental borrowing rate in the adoption of ASC 842, required management judgment including the development of a synthetic credit rating and cost of debt as we currently do not carry any debt. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the U.S. Treasury rate and an indicative Moody’s rating for operating leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities Since the Company is no longer an emerging growth company as of December 31, 2021, the Company adopted the guidance under ASU 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company adopted this guidance during the fourth quarter of 2021 |
Accounting Pronouncements Issued But Not Yet Effective | ( v ) Accounting Pronouncements Issued But Not Yet Effective In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
The Company and a Summary of _3
The Company and a Summary of its Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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 the Company’s 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 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 consolidated statements of operations for the periods presented from the adjustment was as follows (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2020 As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Consolidated Statements of Operations Other income/(expense): Change in fair value of warrant liability $ — $ (441 ) $ (441 ) $ — $ (1,228 ) $ (1,228 ) Total other income/(expense) (2,084 ) (441 ) (2,525 ) 40 (1,228 ) (1,188 ) Net loss $ (19,689 ) $ (441 ) $ (20,130 ) $ (35,249 ) $ (1,228 ) $ (36,477 ) Net loss per share of common stock outstanding, basic and diluted $ (2.81 ) $ (0.06 ) $ (2.87 ) $ (2.08 ) $ (0.07 ) $ (2.15 ) |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Beginning of period End of period Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 24,248 $ 176,882 $ 15,374 $ 24,248 $ 4,753 $ 15,374 Restricted cash — 3,025 — — — — Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows $ 24,248 $ 179,907 $ 15,374 $ 24,248 $ 4,753 $ 15,374 |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source during the years ended December 31, 2021, 2020, and 2019, respectively (in thousands): Year Ended December 31, 2021 2020 2019 Assay Revenue DermTech Melanoma Test $ 11,023 $ 4,241 $ 1,403 Contract Revenue Smart Stickers 348 213 476 RNA extractions 300 1,172 626 Project management fees 166 258 336 Other 1 1 523 Total revenues $ 11,838 $ 5,885 $ 3,364 |
Summary of Percentages of Total Revenue or Accounts Receivable for Third Party Payers and Pharmaceutical Customers | The following table sets forth the percentages of total revenue or accounts receivable for the Company’s third-party payors and pharmaceutical customers that represent 10% or more of the respective amounts for the periods shown: Total Revenue Accounts Receivable Year Ended December 31, As of December 31, 2021 2020 2019 2021 2020 Assay Revenue Payor A 36 % 32 % * 23 % 21 % Payor B * 11 % 12 % 15 % * Contract Revenue Customer A * 23 % 22 % * * Customer B * * * * 17 % Customer C * * 29 % * * * Less than 10 |
Assumptions Used to Estimate Fair Value of Each Option for Employees on Date of Grant | The following table sets forth assumptions used to determine the fair value of each option on the date of grant issued under the 2020 Equity Incentive Plan: Year Ended December 31, 2021 2020 2019 Assumed risk-free interest rate 0.52% - 1.39% 0.36% - 1.69% 1.68% - 2.50% Assumed volatility 74.88% - 83.32% 64.03% - 73.44% 72.30% - 73.50% Expected option term 6.08 years 5.04 - 6.25 years 6.02 - 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 2020 Employee Stock Purchase Plan: Year Ended December 31, 2021 2020 Assumed risk-free interest rate 0.05% - 0.18% 0.18% Assumed volatility 64.55% - 69.34% 68.44% Expected option term 0.49 - 0.50 years 0.49 years Expected dividend yield — — |
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: Year Ended December 31, 2021 2020 2019 Assumed risk-free interest rate 0.46% - 0.85% 0.22% - 0.33% 1.40% - 1.66% Assumed volatility 85.85% - 90.70% 69.79% - 79.26% 64.06% - 66.68% Expected term 2.66 - 3.42 years 3.66 - 4.42 years 4.67 - 5.00 years Expected dividend yield — — — |
Summary of Assets 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 December 31, 2021 and 2020 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 16,380 $ — $ — $ 16,380 Restricted cash 3,025 Marketable securities, available for sale: Corporate debt securities — 15,352 — 15,352 Municipal securities — 7,412 — 7,412 U.S. government debt securities — 25,685 — 25,685 Total marketable securities, available for sale — 48,449 — 48,449 Total assets measured at fair value on a recurring basis $ 19,405 $ 48,449 $ — $ 64,829 Liabilities: Warrant liability $ — $ — $ 146 $ 146 Total liabilities measured at fair value on a recurring basis $ — $ — $ 146 $ 146 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 448 $ — $ — $ 448 Marketable securities, available for sale: Corporate debt securities — 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, 2019 $ 628 Reclassification of warrant liability due to Private SPAC Warrants not held by original holder (206 ) Change in fair value of warrant liability 1,228 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 (434 ) Change in fair value of warrant liability 1,088 Balance as of December 31, 2021 $ 146 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 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 at December 31, 2021 were as follows (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt securities $ 15,385 $ — $ (33 ) $ 15,352 Municipal securities 7,417 — (5 ) 7,412 U.S. government debt securities 25,771 1 (87 ) 25,685 Total short-term marketable securities, available-for-sale $ 48,573 $ 1 $ (125 ) $ 48,449 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 securities $ 8,946 $ — $ (6 ) $ 8,940 Municipal securities 7,325 1 (2 ) 7,324 U.S. government debt securities 23,259 6 — 23,265 Total short-term marketable securities, available-for-sale $ 39,530 $ 7 $ (8 ) $ 39,529 |
Schedule of Prepaid Expenses and PP&E | Consolidated balance sheet details are as follows (in thousands): December 31, 2021 December 31, 2020 Prepaid expenses and other current assets: Prepaid insurance $ 1,801 $ 1,172 Prepaid trade shows 440 — Prepaid software fees 551 214 Deferred issuance costs — 56 Prepaid employee compensation 238 — Other current assets 136 79 Total prepaid expenses and other current assets $ 3,166 $ 1,521 Property and equipment, gross: Laboratory equipment $ 4,805 $ 2,544 Computer equipment 171 38 Furniture and fixtures 124 109 Leasehold improvements 1,074 727 Total property and equipment, gross 6,174 3,418 Less accumulated depreciation (1,625 ) (687 ) Total property and equipment, net $ 4,549 $ 2,731 |
Schedule of Accrued Compensation and Accrued Liabilities | Consolidated balance sheet details are as follows (in thousands): December 31, 2021 December 31, 2020 Accrued compensation: Accrued paid time off $ 1,245 $ 606 Accrued bonus and deferred compensation 3,875 1,469 Total accrued compensation $ 5,120 $ 2,075 Accrued liabilities: Accrued consulting services $ 775 $ 285 Other accrued expenses 452 478 Total accrued liabilities $ 1,227 $ 763 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Options transactions | The following table summarizes stock option transactions for the years ended December 31, 2021 and 2020: Total options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2019 443,547 $ 3.84 7.80 $ 3,796 Granted 1,285,183 12.25 Exercised (143,995 ) 3.29 Forfeited (32,252 ) 8.28 Outstanding at December 31, 2020 1,552,483 $ 10.76 8.91 $ 33,656 Granted 486,104 43.36 Exercised (196,333 ) 5.98 Forfeited (121,622 ) 12.78 Outstanding at December 31, 2021 1,720,632 $ 20.37 8.31 $ 5,698 Options vested and expected to vest as of December 31, 2021 1,720,632 $ 20.37 8.31 $ 5,698 Options exercisable as of December 31, 2021 607,127 $ 10.16 7.59 $ 3,523 |
Summary of Restricted Stock units Award Transactions | The following table summarizes RSU transactions for the years ended December 31, 2021 and 2020: Total RSUs Weighted average grant date fair value per share Outstanding at December 31, 2019 — $ — Granted 739,962 12.47 Released (175,527 ) 11.60 Forfeited (3,938 ) 11.41 Outstanding at December 31, 2020 560,497 $ 12.75 Granted 718,053 34.09 Released (277,259 ) 14.20 Forfeited (17,888 ) 38.03 Outstanding at December 31, 2021 983,403 $ 27.46 RSUs vested and expected to vest as of December 31, 2021 983,403 $ 27.46 RSUs vested, but not yet issued as of December 31, 2021 12,632 $ 41.81 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Warrants to purchase common stock 31 151 SPAC Warrants to purchase common stock* 704 3,734 Stock options issued and outstanding 1,721 1,552 Restricted stock units issued and outstanding 983 560 Authorized for future equity grants 603 935 Authorized for future ESPP purchases 549 400 Total common stock reserved for future issuance 4,591 7,332 * Four SPAC Warrants are needed to purchase one share |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Rate | The following table provides a reconciliation between income taxes computed at the federal statutory rate of 21% at December 31, 2021, 2020, and 2019, and the Company’s provision for income taxes Year ended December 31 2021 2020 2019 Income tax at statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal tax benefit 4.8 4.9 — Permanent items 1.1 (0.1 ) (0.8 ) Tax credits 0.6 0.4 0.2 Other (0.4 ) (0.5 ) — Valuation allowance (decrease) increase (27.1 ) (25.7 ) (20.4 ) Income tax expense — % — % — % |
Schedule of Deferred Tax Assets and Liabilities from Federal and State income Taxes | Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31, 2021, 2020, and 2019 are shown below (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss $ 46,886 $ 28,422 $ 20,336 Research and development credits 2,411 1,631 1,400 Depreciation and amortization — 14 33 Stock based compensation 2,126 653 119 Accruals and other 719 422 194 Operating lease liability 1,935 — — Deferred revenue 340 — — Total deferred tax assets 54,417 31,142 22,082 Deferred tax liabilities: Depreciation and amortization (32 ) — — Operating lease right-of-use assets (1,972 ) — — Total deferred tax liabilities (2,004 ) — — Net deferred tax assets before valuation allowance 52,413 31,142 22,082 Less: valuation allowance (52,413 ) (31,142 ) (22,082 ) Net deferred tax assets $ — $ — $ — |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Long Term Finance Lease Obligations | Long-term finance lease obligations are as follows (in thousands): December 31, 2021 December 31, 2020 Gross finance lease obligations $ 274 $ 362 Less: imputed interest (17 ) (27 ) Present value of net minimum lease payments 257 335 Less: current portion of finance lease obligations (121 ) (109 ) Total long-term finance lease obligations $ 136 $ 226 |
Components of Lease Expense | The components of lease expense for the year ended December 31, 2021 was as follows (in thousands): Lease Cost Year Ended December 31, 2021 Operating lease cost Operating lease cost $ 1,517 Variable lease costs 657 Total operating lease cost $ 2,174 Finance lease cost Amortization of leased assets $ 75 Interest on lease liabilities 17 Total finance lease cost $ 92 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,619 Operating cash flows from finance leases $ 17 Financing cash flows from finance leases $ 171 Right-of-use assets obtained in exchange for new operating lease obligations $ 9,044 Right-of-use assets obtained in exchange for new finance lease obligations $ 93 Weighted-average remaining lease term of operating leases (in years) 9.33 Weighted-average remaining lease term of finance leases (in years) 2.34 Weighted-average discount rate for operating leases 5.78 % Weighted-average discount rate for finance leases 5.63 % |
Schedule of Future Minimum Lease Payments Under Operating and Finance Leases | The Company’s future minimum lease payments under operating and finance leases at December 31, 2021 are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Operating lease obligations, including interest $ 1,802 $ 1,149 $ 688 $ 709 $ 730 $ 4,928 $ 10,006 Finance lease obligations, including interest 132 122 8 8 4 — 274 Total future minimum lease payments $ 1,934 $ 1,271 $ 696 $ 717 $ 734 $ 4,928 $ 10,280 |
The Company and a Summary of _4
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details) | Aug. 29, 2019 | Dec. 31, 2021USD ($)WarrantRevenue_StreamSegment$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Conversion ratio of reverse stock split | 0.5 | |||
Description of reverse stock split of common stock | one-for-two | |||
Net change in net cash used in operating activities | $ 0 | |||
Depreciation expense | 997,000 | $ 486,000 | $ 89,000 | |
Gross assets | 6,174,000 | 3,418,000 | ||
Accumulated amortization | 100,000 | 10,000 | ||
Disposal of plant or equipment | 100,000 | 100,000 | 0 | |
Impairment losses | 0 | 0 | 0 | |
Sweep account | 100,100,000 | |||
Insured amount by FDIC | 250,000 | |||
Cash held in excess of FDIC limit | $ 60,200,000 | |||
Number of revenue streams | Revenue_Stream | 2 | |||
Short-term deferred revenue | $ 1,380,000 | 905,000 | ||
Long-term deferred revenue | 0 | 639,000 | ||
Accounts receivable | $ 3,847,000 | 1,480,000 | ||
Number of operating segments | Segment | 1 | |||
Stock-based compensation expense | $ 13,300,000 | 5,000,000 | $ 1,300,000 | |
Compensation cost related to non-vested awards not yet recognized | $ 38,400,000 | |||
Weighted average term expected to be recognized | 2 years 9 months 29 days | |||
Level 1 | Restricted Cash | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Letters of credit | $ 3,000,000 | $ 0 | ||
Conversion of Preferred Stock | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 615,385 | |||
Common Stock Warrants | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 734,329 | 3,885,311 | 4,200,497 | |
Stock Options | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 443,547 | |||
Stock Options and Restricted Stock Units | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Anti-dilutive equity instruments excluded from diluted net loss per common share | shares | 2,704,035 | 2,112,980 | ||
Assay Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable gross | $ 3,600,000 | $ 1,000,000 | ||
Contract Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable | $ 200,000 | 500,000 | ||
Minimum | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Useful life of the assets | 2 years | |||
Remaining lease term | 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 | |||
Maximum | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Useful life of the assets | 5 years | |||
Remaining lease term | 10 years | |||
Extend lease term | 10 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 Finance Leases | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Depreciation expense | $ 100,000 | 10,000 | $ 0 | |
Assets Recorded under Finance Leases | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Gross assets | 400,000 | 300,000 | ||
Accumulated amortization | $ 100,000 | $ 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 | |||
Number of shares issued for each warrant | shares | 0.25 | |||
Exercise price of warrant | $ / shares | $ 23 | |||
SPAC Warrants | Public Offering | ||||
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 | ||||
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 Consolidated Balance Sheets from Adjustment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Long term liabilities: | ||||
Warrant liability | $ 1,650 | $ 628 | ||
Total liabilities | $ 18,611 | 7,940 | 6,350 | |
Stockholders’ equity: | ||||
Additional paid-in capital | 436,183 | 189,868 | 103,412 | |
Accumulated deficit | (206,364) | (128,029) | (91,552) | |
Total stockholders’ equity | $ 229,698 | 61,840 | 11,861 | $ (5,355) |
As Previously Reported | ||||
Long term liabilities: | ||||
Total liabilities | 6,290 | 5,722 | ||
Stockholders’ equity: | ||||
Additional paid-in capital | 189,849 | 103,599 | ||
Accumulated deficit | (126,360) | (91,111) | ||
Total stockholders’ equity | 63,490 | 12,489 | ||
Adjustments | ||||
Long term liabilities: | ||||
Warrant liability | 1,650 | 628 | ||
Total liabilities | 1,650 | 628 | ||
Stockholders’ equity: | ||||
Additional paid-in capital | 19 | (187) | ||
Accumulated deficit | (1,669) | (441) | ||
Total stockholders’ equity | $ (1,650) | $ (628) |
The Company and a Summary of _6
The Company and a Summary of its Significant Accounting Policies - Summary of Impact of Consolidated Statements of Operations from Adjustment (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other income/(expense): | |||
Change in fair value of warrant liability | $ (1,088) | $ (1,228) | $ (441) |
Total other income/(expense) | (937) | (1,188) | (2,525) |
Net loss | $ (78,335) | $ (36,477) | $ (20,130) |
Net loss per share of common stock outstanding, basic and diluted | $ (2.71) | $ (2.15) | $ (2.87) |
As Previously Reported | |||
Other income/(expense): | |||
Total other income/(expense) | $ 40 | $ (2,084) | |
Net loss | $ (35,249) | $ (19,689) | |
Net loss per share of common stock outstanding, basic and diluted | $ (2.08) | $ (2.81) | |
Adjustments | |||
Other income/(expense): | |||
Change in fair value of warrant liability | $ (1,228) | $ (441) | |
Total other income/(expense) | (1,228) | (441) | |
Net loss | $ (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 - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Cash and cash equivalents, beginning of period | $ 24,248 | $ 15,374 | $ 4,753 |
Cash, cash equivalents and restricted cash, beginning of period | 24,248 | 15,374 | 4,753 |
Cash and cash equivalents, end of period | 176,882 | 24,248 | 15,374 |
Restricted cash, end of period | 3,025 | ||
Cash, cash equivalents and restricted cash, end of period | $ 179,907 | $ 24,248 | $ 15,374 |
The Company and a Summary of _8
The Company and a Summary of its Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 11,838 | $ 5,885 | $ 3,364 |
Assay Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 11,023 | 4,241 | 1,403 |
Contract Revenue, Smart Stickers | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 348 | 213 | 476 |
Contract Revenue, RNA Extractions | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 300 | 1,172 | 626 |
Contract Revenue, Project Management Fees | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 166 | 258 | 336 |
Contract Revenue, Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 1 | $ 1 | $ 523 |
The Company and a Summary of _9
The Company and a Summary of its Significant Accounting Policies - Summary of Percentages of Total Revenue or Accounts Receivable for Third Party Payers and Pharmaceutical Customers (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assay Revenue Payor A | Total Revenue | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 36.00% | 32.00% | |
Assay Revenue Payor A | Accounts Receivable | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 23.00% | 21.00% | |
Assay Revenue Payor B | Total Revenue | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | |
Assay Revenue Payor B | Accounts Receivable | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Contract Revenue Customer A | Total Revenue | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 23.00% | 22.00% | |
Contract Revenue Customer B | Accounts Receivable | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 17.00% | ||
Contract Revenue Customer C | Total Revenue | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 29.00% |
The Company and a Summary of_10
The Company and a Summary of its Significant Accounting Policies - Summary of Percentages of Total Revenue or Accounts Receivable for Third Party Payers and Pharmaceutical Customers (Parenthetical) (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenue | Assay Revenue Payor A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 36.00% | 32.00% | |
Total Revenue | Assay Revenue Payor B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | |
Total Revenue | Contract Revenue Customer A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 23.00% | 22.00% | |
Total Revenue | Contract Revenue Customer C | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 29.00% | ||
Accounts Receivable | Assay Revenue Payor A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 23.00% | 21.00% | |
Accounts Receivable | Assay Revenue Payor B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Accounts Receivable | Contract Revenue Customer B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 17.00% | ||
Maximum | Total Revenue | Assay Revenue Payor A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Maximum | Total Revenue | Assay Revenue Payor B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Maximum | Total Revenue | Contract Revenue Customer A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Maximum | Total Revenue | Contract Revenue Customer B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Maximum | Total Revenue | Contract Revenue Customer C | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Maximum | Accounts Receivable | Assay Revenue Payor B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Maximum | Accounts Receivable | Contract Revenue Customer A | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Maximum | Accounts Receivable | Contract Revenue Customer B | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Maximum | Accounts Receivable | Contract Revenue Customer C | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% |
The Company and a Summary of_11
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details 1) $ in Millions | Dec. 31, 2021USD ($) |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Remaining performance obligation, estimated revenue expected to be recognized | $ 0.4 |
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_12
The Company and a Summary of its Significant Accounting Policies - Assumptions Used to Determine Fair Value of Each Option on Date of Grant Issued (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
2020 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Assumed risk-free interest rate,minimum | 0.52% | 0.36% | 1.68% |
Assumed risk-free interest rate,maximum | 1.39% | 1.69% | 2.50% |
Assumed volatility,minimum | 74.88% | 64.03% | 72.30% |
Assumed volatility,maximum | 83.32% | 73.44% | 73.50% |
Expected option term | 6 years 29 days | ||
2020 Equity Incentive Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option term | 5 years 14 days | 6 years 7 days | |
2020 Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option term | 6 years 3 months | 6 years 29 days | |
2020 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Assumed risk-free interest rate,minimum | 0.05% | ||
Assumed risk-free interest rate,maximum | 0.18% | ||
Assumed volatility,minimum | 64.55% | ||
Assumed volatility,maximum | 69.34% | ||
Expected option term | 5 months 26 days | ||
Assumed risk-free interest rate | 0.18% | ||
Assumed volatility | 68.44% | ||
2020 Employee Stock Purchase Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option term | 5 months 26 days | ||
2020 Employee Stock Purchase Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option term | 6 months |
The Company and a Summary of_13
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) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assumed Risk-free Interest Rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrant liability, fair value measurement inputs | 0.46 | 0.22 | 1.40 |
Assumed Risk-free Interest Rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrant liability, fair value measurement inputs | 0.85 | 0.33 | 1.66 |
Assumed Volatility | Minimum | |||
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 | 64.06 |
Assumed Volatility | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrant liability, fair value measurement inputs | 90.70 | 79.26 | 66.68 |
Expected Term | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (years) | 2 years 7 months 28 days | 3 years 7 months 28 days | 4 years 8 months 1 day |
Expected Term | Maximum | |||
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 | 5 years |
The Company and a Summary of_14
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Restricted cash | $ 3,025 | |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 48,449 | $ 39,529 |
Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 16,380 | 448 |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 48,449 | 39,529 |
Total assets measured at fair value on a recurring basis | 64,829 | 39,977 |
Liabilities: | ||
Warrant liability | 146 | 1,650 |
Total liabilities measured at fair value on a recurring basis | 146 | 1,650 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 16,380 | 448 |
Restricted cash | 3,025 | |
Marketable securities, available for sale: | ||
Total assets measured at fair value on a recurring basis | 19,405 | 448 |
Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 48,449 | 39,529 |
Total assets measured at fair value on a recurring basis | 48,449 | 39,529 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrant liability | 146 | 1,650 |
Total liabilities measured at fair value on a recurring basis | 146 | 1,650 |
Corporate Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 15,352 | 8,940 |
Corporate Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 15,352 | 8,940 |
Corporate Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 15,352 | 8,940 |
Municipal Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,412 | 7,324 |
Municipal Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,412 | 7,324 |
Municipal Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 7,412 | 7,324 |
U.S. Government Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 25,685 | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 25,685 | 23,265 |
U.S. Government Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | $ 25,685 | $ 23,265 |
The Company and a Summary of_15
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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 1,650 | $ 628 |
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | (434) | (206) |
Change in fair value of warrant liability | 1,088 | 1,228 |
Balance | 146 | $ 1,650 |
Derecognition of warrant liability from exercise of Private SPAC Warrants | $ (2,158) |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Short-Term Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investment Holdings [Line Items] | ||
Amortized Cost | $ 48,573 | $ 39,530 |
Gross Unrealized Gain | 1 | 7 |
Gross Unrealized Loss | (125) | (8) |
Marketable securities, available for sale | 48,449 | 39,529 |
Corporate Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 15,385 | 8,946 |
Gross Unrealized Loss | (33) | (6) |
Marketable securities, available for sale | 15,352 | 8,940 |
Municipal Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 7,417 | 7,325 |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (5) | (2) |
Marketable securities, available for sale | 7,412 | 7,324 |
U.S. Government Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 25,771 | 23,259 |
Gross Unrealized Gain | 1 | 6 |
Gross Unrealized Loss | (87) | |
Marketable securities, available for sale | $ 25,685 | $ 23,265 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Estimated market value of debt securities with contractual maturities of less than 12 months | $ 21.2 | $ 37.3 |
Estimated market value of remaining debt securities with contractual maturities of up to 14 months | $ 2.3 | |
Estimated market value of remaining debt securities with contractual maturities of up to 23 months | $ 27.2 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Prepaid Expenses and PP&E (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets: | ||
Prepaid insurance | $ 1,801 | $ 1,172 |
Prepaid trade shows | 440 | |
Prepaid software fees | 551 | 214 |
Deferred issuance costs | 56 | |
Prepaid employee compensation | 238 | |
Other current assets | 136 | 79 |
Total prepaid expenses and other current assets | 3,166 | 1,521 |
Property and equipment, gross: | ||
Laboratory equipment | 4,805 | 2,544 |
Computer equipment | 171 | 38 |
Furniture and fixtures | 124 | 109 |
Leasehold improvements | 1,074 | 727 |
Total property and equipment, gross | 6,174 | 3,418 |
Less accumulated depreciation | (1,625) | (687) |
Total property and equipment, net | $ 4,549 | $ 2,731 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued compensation: | ||
Accrued paid time off | $ 1,245 | $ 606 |
Accrued bonus and deferred compensation | 3,875 | 1,469 |
Total accrued compensation | 5,120 | 2,075 |
Accrued liabilities: | ||
Accrued consulting services | 775 | 285 |
Other accrued expenses | 452 | 478 |
Total accrued liabilities | $ 1,227 | $ 763 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jan. 11, 2021USD ($) | Sep. 24, 2019$ / shares | Sep. 23, 2019USD ($)$ / shares | Aug. 29, 2019USD ($)shares | Jun. 10, 2019USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Gross proceeds from issuance of equity securities | $ 134,600,000 | $ 19,802,000 | |||||||
Proceeds from issuance of convertible note | 2,600,000 | ||||||||
Convertible debt converted in to common shares | shares | 2,267,042 | ||||||||
Gain on debt extinguishment | $ 900,000 | 928,000 | |||||||
2018 Convertible Bridge Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, principal amount | $ 6,800,000 | ||||||||
Proceeds from issuance of convertible note | $ 6,600,000 | ||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Debt maturity date | Mar. 31, 2019 | ||||||||
Increase in interest rate if bridge notes not paid or converted | 15.00% | ||||||||
Percentage of multiplier on price per share of new stock paid in qualified financing by investors | 70.00% | ||||||||
Denominator for calculating capitalization value for price per share | $ 45,000,000 | ||||||||
Debt discount | $ 2,500,000 | ||||||||
Maturity date, description | As part of the amendment, the maturity dates of the notes were extended to the earliest of (i) September 24, 2019; (ii) the occurrence of an Event of Default (as defined in the 2018 Bridge Notes); (iii) the consummation of a liquidation or dissolution of DermTech Operations (iv) a Liquidation Transaction (as defined in the 2018 Bridge Notes); or (v) the consummation of a merger with or into the Company or any of its subsidiaries. | ||||||||
Convertible notes conversion ratio | 0.70 | ||||||||
Description of merger consideration | “Merger Consideration” means (i) the lesser of $6.46 and (ii) the offering price per share of the private investment in public equity (“PIPE”) transaction to be consummated concurrently with the consummation of the Qualifying Merger multiplied by the Conversion Ratio. | ||||||||
Merger consideration maximum price per share | $ / shares | $ 6.46 | ||||||||
Debt Conversion Ratio Number Used As Numerator to Derive Quotient | $ 8,000,000 | ||||||||
Liability balance | $ 0 | $ 0 | |||||||
2018 Convertible Bridge Notes | Other Expense | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on change in fair value of derivative liability | 0 | 400,000 | |||||||
2018 Convertible Bridge Notes | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross proceeds from issuance of equity securities | 20,000,000 | ||||||||
2019 Convertible Bridge Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Debt discount | $ 300,000 | ||||||||
Maturity date, description | These convertible bridge notes carried an interest rate of 10% and matured after the earliest to occur of: (i) September 25, 2019; (ii) the occurrence of an Event of Default; (iii) the consummation of a liquidation or dissolution of DermTech Operations; (iv) a Liquidation Transaction; or (v) the consummation of a merger of DermTech Operations with Merger Sub, a subsidiary of the Company, in accordance with the Merger Agreement. | ||||||||
Debt Conversion Ratio Number Used As Numerator to Derive Quotient | $ 8,000,000 | ||||||||
Proceeds from issuance of convertible note | $ 2,600,000 | ||||||||
Debt conversion feature | Upon the conversion of these notes, the note holders were entitled to receive a number of shares of DermTech Operations’ common stock equal to the quotient obtained by dividing (i) the unpaid principal amount of these notes plus interest accrued but unpaid thereon, by (1) if the Qualifying Merger consummates prior to the maturity date, the lesser of (x) $5.80 and (y) 90% of the Merger Consideration (as defined below), or (2) if the Qualifying Merger consummates on or after the maturity date, the lesser of (x) $4.51 and (y) 70% of the Merger Consideration. | ||||||||
Liability balance | $ 0 | 0 | |||||||
2019 Convertible Bridge Notes | Other Expense | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on change in fair value of derivative liability | $ 0 | $ 14,000 | |||||||
2019 Convertible Bridge Notes | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes conversion ratio | 0.70 | 0.90 | |||||||
Convertible notes conversion price | $ / shares | $ 4.51 | $ 5.80 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders Equity - Additional Information (Details) - USD ($) | Aug. 31, 2021 | Feb. 28, 2021 | Jan. 11, 2021 | Jan. 06, 2021 | Nov. 10, 2020 | Aug. 10, 2020 | May 27, 2020 | Mar. 02, 2020 | Feb. 28, 2020 | Aug. 29, 2019 | Jun. 23, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2018 | Jan. 01, 2021 |
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 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, par value per share | $ 0.0001 | ||||||||||||||||
Issuance of preferred stock, total offering amount | $ 134,582,000 | $ 934,000 | |||||||||||||||
Issuance of common stock through conversion, Shares | 615,385 | ||||||||||||||||
Preferred stock, issuance costs | $ 77,000 | ||||||||||||||||
Net proceeds from issuance of common stock | $ 134,600,000 | 19,802,000 | |||||||||||||||
Gross proceeds from offering, before deducting underwriting discounts and commissions and other offering expenses | $ 143,700,000 | ||||||||||||||||
Proceeds from exercise of common stock warrants | $ 70,271,000 | $ 842,000 | $ 5,000 | ||||||||||||||
Common stock available for issuance | 4,591 | 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 future grant | 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 future grant | 602,955 | ||||||||||||||||
Common stock outstanding percentage | 3.50% | ||||||||||||||||
2020 Employee Stock Purchase Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 18,155 | 39,960 | |||||||||||||||
Options remain available for future grant | 549,289 | 400,000 | 207,404 | ||||||||||||||
Shares, issued | 300,000 | ||||||||||||||||
Percentage of price at shares purchased | 85.00% | ||||||||||||||||
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 | 2018 Convertible Bridge Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Net proceeds from issuance of common stock | $ 20,000,000 | ||||||||||||||||
Maximum | 2020 Equity Incentive Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Term of the option | 5 years | ||||||||||||||||
Shares, issued | 1,400,000 | ||||||||||||||||
Maximum | 2020 Employee Stock Purchase Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock available for issuance | 400,000 | ||||||||||||||||
SPAC Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants issued to purchase common stock | 14,936,250 | ||||||||||||||||
Warrants expiration period | 5 years | ||||||||||||||||
Total number exercised of public warrants | 12,120,397 | ||||||||||||||||
Common shares issued upon exercise of warrants | 3,030,092 | ||||||||||||||||
Proceeds from exercise of common stock warrants | $ 69,700,000 | ||||||||||||||||
Warrants outstanding | 2,815,853 | 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 | 80,350 | 323,500 | |||||||||||||||
Series C Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants expiration period | 3 years | ||||||||||||||||
Warrants outstanding | 0 | 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 | 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 | ||||||||||||||||
Warrants outstanding | 10,039 | ||||||||||||||||
Management Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants expiration period | 10 years | ||||||||||||||||
Warrants outstanding | 20,320 | 22,320 | |||||||||||||||
Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 4,872,881 | 726,139 | |||||||||||||||
Issuance of preferred stock, total offering amount | $ 1,000 | ||||||||||||||||
Issuance of common stock through conversion, Shares | 3,198,949 | 1,524,122 | |||||||||||||||
Common Stock | SPAC Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued for each warrant | 0.25 | ||||||||||||||||
Exercise price of warrant | $ 23 | ||||||||||||||||
Common Stock | Series C Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrant | 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 | $ 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 | $ 9.54 | ||||||||||||||||
Common Stock | Management Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrant | $ 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 | ||||||||||||||||
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 | $ 10.50 | ||||||||||||||||
At-The Market Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of preferred stock, total offering amount | $ 23,836,000 | $ 19,104,000 | |||||||||||||||
Issuance price per share | $ 46.33 | ||||||||||||||||
Net proceeds from issuance of common stock | $ 23,836,000 | $ 19,104,000 | |||||||||||||||
At-The Market Offering | Cowen and Company LLC | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 4,237,288 | 951,792 | 530,551 | ||||||||||||||
Issuance of preferred stock, total offering amount | $ 50,000,000 | ||||||||||||||||
Issuance of stock | 4,872,881 | 4,872,881 | |||||||||||||||
Issuance price per share | $ 20.97 | $ 46.33 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 20,000,000 | $ 24,600,000 | |||||||||||||||
Decrease in issuance costs | 900,000 | 700,000 | |||||||||||||||
Net proceeds from issuance of common stock | $ 19,100,000 | $ 23,800,000 | |||||||||||||||
Shares purchased by underwriters | 635,593 | 635,593 | |||||||||||||||
Number of days granted to underwriters option to purchase | 30 days | ||||||||||||||||
Public offering price | $ 29.50 | ||||||||||||||||
At-The Market Offering | Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 530,551 | 951,792 | |||||||||||||||
Issuance price per share | $ 20.97 | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued during period | 1,231 | 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 | ||||||||||||||||
Issuance of common stock through conversion, Shares | (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 | $ 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 | $ 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% | ||||||||||||||||
Series C Convertible Preferred Stock | Series C Warrants | Minimum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock value of shares purchased in single closing | $ 1,000,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders Equity - Summary of Stock Options Transactions (Details) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 1,552,483 | 443,547 | |
Granted | 486,104 | 1,285,183 | |
Exercised | (196,333) | (143,995) | |
Forfeited | (121,622) | (32,252) | |
Ending balance | 1,720,632 | 1,552,483 | 443,547 |
Options vested and expected to vest | 1,720,632 | ||
Options exercisable | 607,127 | ||
Weighted average exercise, Beginning balance | $ 10.76 | $ 3.84 | |
Weighted average exercise Granted | 43.36 | 12.25 | |
Weighted average exercise, Exercised | 5.98 | 3.29 | |
Weighted average exercise, Forfeited | 12.78 | 8.28 | |
Weighted average exercise, Ending balance | 20.37 | $ 10.76 | $ 3.84 |
Options vested and expected to vest, Weighted average exercise price | 20.37 | ||
Options exercisable, Weighted average exercise price | $ 10.16 | ||
Weighted average remaining contractual term (in years) | 8 years 3 months 21 days | 8 years 10 months 28 days | 7 years 9 months 18 days |
Options vested and expected to vest, Weighted average remaining contractual term (in years) | 8 years 3 months 21 days | ||
Options exercisable, Weighted average remaining contractual term (in years) | 7 years 7 months 2 days | ||
Aggregate intrinsic value, outstanding | $ 5,698 | $ 33,656 | $ 3,796 |
Options vested and expected to vest, Aggregate intrinsic value | 5,698 | ||
Options exercisable, Aggregate intrinsic value | $ 3,523 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders Equity - Summary of Restricted Stock Units Award Transactions (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 560,497 | ||
Granted | 718,053 | 739,962 | |
Released | (277,259) | (175,527) | |
Forfeited | (17,888) | (3,938) | |
Ending balance | 983,403 | 560,497 | |
RSUs vested and expected to vest | 983,403 | ||
RSUs vested, but not yet issued | 12,632 | ||
Beginning balance, Weighted average grant date fair value per share | $ 12.75 | ||
Granted, Weighted average grant date fair value per share | 34.09 | $ 12.47 | |
Released, Weighted average grant date fair value per share | 14.20 | 11.60 | |
Forfeited, Weighted average grant date fair value per share | 38.03 | $ 11.41 | |
Ending balance, Weighted average grant date fair value per share | 27.46 | $ 12.75 | |
RSUs vested and expected to vest, Weighted average grant date fair value per share | 27.46 | ||
RSUs vested, but not yet issued, Weighted average grant date fair value per share | $ 41.81 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 4,591 | 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 | 704 | 3,734 |
Stock Options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,721 | 1,552 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 983 | 560 |
Authorized for Future Equity Grants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 603 | 935 |
Authorized for Future ESPP Purchases | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 549 | 400 |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Parenthetical) (Details) | Dec. 31, 2021shares |
SPAC Warrants | Common Stock | |
Class of Stock [Line Items] | |
Number of shares issued for each warrant | 0.25 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Ownership interest | 50.00% | 50.00% | 50.00% |
Uncertain tax positions percentage | 50.00% | ||
Domestic tax authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 184,000,000 | $ 110,800,000 | $ 79,400,000 |
Tax credit carryforwards | 1,400,000 | 900,000 | 800,000 |
State and local jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 141,100,000 | 84,300,000 | 53,400,000 |
Tax credit carryforwards | $ 1,300,000 | $ 900,000 | $ 800,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Income tax at statutory rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal tax benefit | 4.80% | 4.90% | |
Permanent items | 1.10% | (0.10%) | (0.80%) |
Tax credits | 0.60% | 0.40% | 0.20% |
Other | (0.40%) | (0.50%) | |
Valuation allowance (decrease) increase | (27.10%) | (25.70%) | (20.40%) |
Income tax expense | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities from Federal and State Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss | $ 46,886 | $ 28,422 | $ 20,336 |
Research and development credits | 2,411 | 1,631 | 1,400 |
Depreciation and amortization | 0 | 14 | 33 |
Stock based compensation | 2,126 | 653 | 119 |
Accruals and other | 719 | 422 | 194 |
Operating lease liability | 1,935 | 0 | 0 |
Deferred revenue | 340 | 0 | 0 |
Total deferred tax assets | 54,417 | 31,142 | 22,082 |
Deferred tax liabilities: | |||
Depreciation and amortization | (32) | 0 | 0 |
Operating lease right-of-use assets | (1,972) | 0 | 0 |
Total deferred tax liabilities | (2,004) | 0 | 0 |
Net deferred tax assets before valuation allowance | 52,413 | 31,142 | 22,082 |
Less: valuation allowance | (52,413) | (31,142) | (22,082) |
Net deferred tax assets | $ 0 | $ 0 | $ 0 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Additional Information (Details) | Jul. 01, 2021USD ($)ft²$ / ft² | Sep. 04, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) | Sep. 02, 2020USD ($) |
Commitments And Contingencies [Line Items] | |||||||
Percentage of useful lives of assets | 75.00% | ||||||
Gross assets | $ 6,174,000 | $ 3,418,000 | |||||
Accumulated amortization | 100,000 | 10,000 | |||||
Finance lease interest expense | $ 17,000 | ||||||
Lessee, operating lease, description | In January 2013, DermTech Operations entered into a non-cancelable lease agreement for its operating facilities in Torrey Pines (the “Torrey Lease”). In January 2014, DermTech Operations signed an amendment to the Torrey Lease to extend the term through January 2017. In November 2016, DermTech Operations signed a second amendment to the Torrey Lease to extend the term through March 2022. In August 2019, DermTech Operations signed a third amendment to the Torrey 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 Torrey Lease to add additional space. In connection with the Business Combination, the Company assumed all obligations under the Torrey Lease, as amended, from DermTech Operations. | ||||||
Option to extend the lease term | an option to extend the lease term on all leased space for one additional three-year term | ||||||
Operating lease right-of-use assets | $ 7,744,000 | $ 2,800,000 | |||||
Lease liability | 3,100,000 | ||||||
Estimated future lease payment obligation | 10,006,000 | ||||||
Tenant improvement allowance | $ 300,000 | $ 300,000 | |||||
Lease expiration date | Apr. 30, 2023 | ||||||
Remaining lease term | 28 months | ||||||
Estimated discount rate | 4.04% | ||||||
Payments for deferred underwriting fees | 1,363,000 | ||||||
Cowen | |||||||
Commitments And Contingencies [Line Items] | |||||||
Payments for deferred underwriting fees | $ 800,000 | ||||||
Underwriting fees | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | ||||
Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Increase in tenant improvement allowance | $ 100,000 | ||||||
Kilroy Realty, L.P | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lease commencement date | Jul. 1, 2021 | ||||||
Area of building | ft² | 95,997 | ||||||
Lessee, operating lease, description | The Del Mar Lease provides for a tenant improvement allowance of $125.00 per rentable square foot of the Entire Premises for a total of $12.0 million that the Landlord will use to fund the installation and/or construction of certain improvements to the Entire Premises in four phases, with each phase pertaining to a specified portion of the Entire Premises. The initial term of the Del Mar Lease is ten years and six months beginning on the earlier to occur of (i) January 1, 2023 and (ii) the date that Landlord tenders possession of the Phase III Premises (as defined in the Del Mar Lease) to the Company following the substantial completion of the improvements to the Phase III Premises required by the Del Mar Lease (the “Lease Commencement Date”). The Company has the option to extend the term of the Lease for two additional five-year periods, subject to the terms of the Del Mar Lease. | ||||||
Tenant improvement allowance per rentable square foot | $ / ft² | 125 | ||||||
Tenant improvements | $ 12,000,000 | ||||||
Option to extend the lease term | five-year | ||||||
Operating lease right-of-use assets | $ 5,700,000 | ||||||
Lease liability | 5,700,000 | ||||||
Estimated future lease payment obligation | 63,300,000 | ||||||
Kilroy Realty, L.P | Letter of Credit | Restricted Cash | |||||||
Commitments And Contingencies [Line Items] | |||||||
Security deposit | $ 3,000,000 | ||||||
Kilroy Realty, L.P | Standby Letter of Credit | |||||||
Commitments And Contingencies [Line Items] | |||||||
Security deposit | 0 | ||||||
Interest Income, Net | |||||||
Commitments And Contingencies [Line Items] | |||||||
Finance lease interest expense | 17,000 | 3,000 | $ 0 | ||||
Assets Recorded under Finance Leases | |||||||
Commitments And Contingencies [Line Items] | |||||||
Gross assets | 400,000 | 300,000 | |||||
Accumulated amortization | $ 100,000 | $ 10,000 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Schedule of Long Term Finance Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Lease Liability [Abstract] | ||
Gross finance lease obligations | $ 274 | $ 362 |
Less: imputed interest | (17) | (27) |
Present value of net minimum lease payments | 257 | 335 |
Less: current portion of finance lease obligations | (121) | (109) |
Long-term finance lease obligations, less current portion | $ 136 | $ 226 |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating lease cost | |
Operating lease cost | $ 1,517 |
Variable lease costs | 657 |
Total operating lease cost | 2,174 |
Finance lease cost | |
Amortization of leased assets | 75 |
Finance lease interest expense | 17 |
Total finance lease cost | 92 |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | 2,619 |
Finance lease interest expense | 17 |
Financing cash flows from finance leases | 171 |
Right-of-use assets obtained in exchange for lease obligations | 9,044 |
Right-of-use assets obtained in exchange for new finance lease obligations | $ 93 |
Weighted-average remaining lease term of operating leases (in years) | 9 years 3 months 29 days |
Weighted-average remaining lease term of finance leases (in years) | 2 years 4 months 2 days |
Weighted-average discount rate for operating leases | 5.78% |
Weighted-average discount rate for finance leases | 5.63% |
Leases, Commitments and Conti_6
Leases, Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating lease obligations, including interest payments due in 2022 | $ 1,802 | |
Operating lease obligations, including interest payments due in 2023 | 1,149 | |
Operating lease obligations, including interest payments due in 2024 | 688 | |
Operating lease obligations, including interest payments due in 2025 | 709 | |
Operating lease obligations, including interest payments due in 2026 | 730 | |
Operating lease obligations, including interest payments due thereafter | 4,928 | |
Operating lease obligations, including interest payments due, Total | 10,006 | |
Finance lease obligations, including interest payments due in 2022 | 132 | |
Finance lease obligations, including interest payments due in 2023 | 122 | |
Finance lease obligations, including interest payments due in 2024 | 8 | |
Finance lease obligations, including interest payments due in 2025 | 8 | |
Finance lease obligations, including interest payments due in 2026 | 4 | |
Gross finance lease obligations | 274 | $ 362 |
Total future minimum lease payments due in 2022 | 1,934 | |
Total future minimum lease payments due in 2023 | 1,271 | |
Total future minimum lease payments due in 2024 | 696 | |
Total future minimum lease payments due in 2025 | 717 | |
Total future minimum lease payments due in 2026 | 734 | |
Total future minimum lease payments due thereafter | 4,928 | |
Total future minimum lease payments | $ 10,280 |
Leases, Commitments and Conti_7
Leases, Commitments and Contingencie - Additional Information (Details) - Cowen - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 02, 2020 | Sep. 04, 2019 | |
Commitments And Contingencies [Line Items] | |||
Proceeds from equity financing | $ 15,000,000 | ||
Underwriting fees | 1,400,000 | $ 1,400,000 | $ 1,400,000 |
Gross proceeds from PIPE financing | 65,000,000 | ||
Deferred underwriting fee equity payable if equity financing limit not raised | $ 0 |
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2021 |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | 29,772,922 | 20,740,413 | ||||||||||
Related party transaction, other | $ 0 | $ 0 | $ 0 | |||||||||
EVERSANA | Leana Wood | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | 2,600,000 | 1,300,000 | 400,000 | |||||||||
DermTech,Inc. | 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 | $ 200,000 | $ 20,000 | ||
Common stock, shares issued | 5,000 | |||||||||||
DermTech,Inc. | Michael Dobak | Maximum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | $ 100,000 |