Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | DERMTECH, INC. | |
Entity Central Index Key | 0001651944 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38118 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2870849 | |
Entity Address, Address Line One | 11099 N. Torrey Pines Road | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | La Jolla | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92037 | |
City Area Code | 858 | |
Local Phone Number | 450-4222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 29,940,637 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DMTK | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 145,053 | $ 176,882 |
Short-term marketable securities | 54,053 | 48,449 |
Accounts receivable | 4,995 | 3,847 |
Inventory | 763 | 480 |
Prepaid expenses and other current assets | 3,260 | 3,166 |
Total current assets | 208,124 | 232,824 |
Property and equipment, net | 5,141 | 4,549 |
Operating lease right-of-use assets | 23,065 | 7,744 |
Restricted cash | 3,025 | 3,025 |
Other assets | 167 | 167 |
Total assets | 239,522 | 248,309 |
Current liabilities: | ||
Accounts payable | 1,575 | 2,880 |
Accrued compensation | 6,643 | 5,120 |
Accrued liabilities | 3,041 | 1,227 |
Short-term deferred revenue | 1,350 | 1,380 |
Current portion of operating lease liabilities | 1,703 | 1,453 |
Current portion of finance lease obligations | 112 | 121 |
Total current liabilities | 14,424 | 12,181 |
Warrant liability | 129 | 146 |
Long-term finance lease obligations, less current portion | 105 | 136 |
Operating lease liabilities, long-term | 21,383 | 6,148 |
Total liabilities | 36,041 | 18,611 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 50,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 29,940,637 and 29,772,922 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 440,644 | 436,183 |
Accumulated other comprehensive loss | (694) | (124) |
Accumulated deficit | (236,472) | (206,364) |
Total stockholders’ equity | 203,481 | 229,698 |
Total liabilities and stockholders’ equity | $ 239,522 | $ 248,309 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 29,940,637 | 29,772,922 |
Common stock, shares outstanding | 29,940,637 | 29,772,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 3,718 | $ 2,524 |
Cost of revenues: | ||
Total cost of revenues | 3,554 | 2,002 |
Gross profit | 164 | 522 |
Operating expenses: | ||
Sales and marketing | 15,443 | 6,512 |
Research and development | 6,338 | 2,251 |
General and administrative | 8,574 | 5,172 |
Total operating expenses | 30,355 | 13,935 |
Loss from operations | (30,191) | (13,413) |
Other income/(expense): | ||
Interest income, net | 66 | 34 |
Change in fair value of warrant liability | 17 | (1,689) |
Total other income/(expense) | 83 | (1,655) |
Net loss | $ (30,108) | $ (15,068) |
Weighted average shares outstanding used in computing net loss per share, basic and diluted | 29,836,072 | 27,152,868 |
Net loss per share of common stock outstanding, basic and diluted | $ (1.01) | $ (0.55) |
Assay Revenue | ||
Revenues: | ||
Total revenues | $ 3,518 | $ 2,190 |
Cost of revenues: | ||
Total cost of revenues | 3,530 | 1,971 |
Contract Revenue | ||
Revenues: | ||
Total revenues | 200 | 334 |
Cost of revenues: | ||
Total cost of revenues | $ 24 | $ 31 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (30,108) | $ (15,068) |
Unrealized net (loss)/gain on short-term marketable securities | (570) | 9 |
Comprehensive loss | $ (30,678) | $ (15,059) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated other comprehensive income/(loss) | Accumulated deficit |
Balance at Dec. 31, 2020 | $ 61,840 | $ 2 | $ 189,868 | $ (1) | $ (128,029) |
Balance, Shares at Dec. 31, 2020 | 20,740,413 | ||||
Issuance of common stock, net of issuance costs | 134,582 | $ 1 | 134,581 | ||
Issuance of common stock, net of issuance costs, Shares | 4,872,881 | ||||
Issuance of common stock from option exercises and RSU releases | 408 | 408 | |||
Issuance of common stock from option exercises and RSU releases, Shares | 176,673 | ||||
Issuance of common stock from warrant exercises | 72,081 | 72,081 | |||
Issuance of common stock from warrant exercises, Shares | 3,089,325 | ||||
Issuance of common stock from Employee Stock Purchase Plan | 392 | 392 | |||
Issuance of common stock from Employee Stock Purchase Plan, Shares | 39,960 | ||||
Unrealized net (loss)/gain on short-term marketable securities | 9 | 9 | |||
Stock-based compensation | 2,172 | 2,172 | |||
Reclassification of warrant liability due to PrivateSPAC Warrants not held by original holder | 411 | 411 | |||
Net loss | (15,068) | (15,068) | |||
Balance at Mar. 31, 2021 | 256,827 | $ 3 | 399,913 | 8 | (143,097) |
Balance, Shares at Mar. 31, 2021 | 28,919,252 | ||||
Balance at Dec. 31, 2020 | 61,840 | $ 2 | 189,868 | (1) | (128,029) |
Balance, Shares at Dec. 31, 2020 | 20,740,413 | ||||
Balance at Dec. 31, 2021 | 229,698 | $ 3 | 436,183 | (124) | (206,364) |
Balance, Shares at Dec. 31, 2021 | 29,772,922 | ||||
Issuance of common stock from option exercises and RSU releases | 40 | 40 | |||
Issuance of common stock from option exercises and RSU releases, Shares | 109,275 | ||||
Issuance of common stock from warrant exercises | 12 | 12 | |||
Issuance of common stock from warrant exercises, Shares | 11,101 | ||||
Issuance of common stock from Employee Stock Purchase Plan | 515 | 515 | |||
Issuance of common stock from Employee Stock Purchase Plan, Shares | 47,339 | ||||
Unrealized net (loss)/gain on short-term marketable securities | (570) | (570) | |||
Stock-based compensation | 3,894 | 3,894 | |||
Net loss | (30,108) | (30,108) | |||
Balance at Mar. 31, 2022 | $ 203,481 | $ 3 | $ 440,644 | $ (694) | $ (236,472) |
Balance, Shares at Mar. 31, 2022 | 29,940,637 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - Common Stock $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Issuance price per share | $ / shares | $ 29.50 |
Issuance costs | $ | $ 9.1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (30,108) | $ (15,068) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 372 | 206 |
Change in fair value of warrant liability | (17) | 1,689 |
Amortization of operating lease right-of-use assets | 435 | 290 |
Stock-based compensation | 3,894 | 2,172 |
Amortization of premiums, net of accretion of discounts on marketable securities | 713 | 137 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,148) | (374) |
Inventory | (283) | (175) |
Prepaid expenses and other current assets | (94) | 62 |
Operating lease liabilities, net | (271) | (10) |
Accounts payable, accrued liabilities and deferred revenue | 161 | 375 |
Accrued compensation | 1,523 | (20) |
Net cash used in operating activities | (24,823) | (10,716) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (13,656) | (1,203) |
Maturities of marketable securities | 6,769 | 1,000 |
Purchases of property and equipment | (646) | (12) |
Net cash used in investing activities | (7,533) | (215) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock in connection with public follow-on offering, net | 134,582 | |
Proceeds from exercise of common stock warrants | 12 | 69,923 |
Proceeds from exercise of stock options | 40 | 408 |
Proceeds from contributions to the employee stock purchase plan | 515 | 392 |
Principal repayments of finance lease obligations | (40) | (27) |
Net cash provided by financing activities | 527 | 205,278 |
Net (decrease)/increase in cash, cash equivalents and restricted cash | (31,829) | 194,347 |
Cash, cash equivalents and restricted cash, beginning of period | 179,907 | 24,248 |
Cash, cash equivalents and restricted cash, end of period | 148,078 | 218,595 |
Supplemental cash flow information: | ||
Cash paid for interest on finance lease obligations | 3 | 4 |
Supplemental disclosure of noncash investing and financing activities: | ||
Purchases of property and equipment recorded in accounts payable | 318 | 586 |
Reclassification of warrant liability due to Private SPAC Warrants not held by original holder | 411 | |
Cashless exercise of common stock warrants | 2,158 | |
Right-of-use assets obtained in exchange for lease obligations | 15,755 | 2,831 |
Change in net unrealized (losses)/gains on short-term marketable securities | $ (570) | $ 9 |
The Company and a Summary of it
The Company and a Summary of its Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and a Summary of its Significant Accounting Policies | 1. The Company and a Summary of its Significant Accounting Policies (a) On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two 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 first quarter of 2022, 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 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, and during this time, the Company transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the first quarter of 2022, 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 first quarter of 2022 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 may continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent to which the COVID-19 pandemic will effect the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. (b) The condensed consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”), Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes do not include all the information and disclosures required by U.S. GAAP for complete financial statements and should be read together with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. The accompanying un audited condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements. As of March 31, 2022, there have been no material changes in the Company's significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. ( c ) Certain prior period information on the condensed consolidated statement of cash flows has been reclassified to conform to the current year presentation. ( d ) The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including but not limited to those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, accrued bonus, warrant liability, right-of-use (“ROU”) assets and the realization of deferred tax assets. Actual results may differ from those estimates. ( e ) The Company considers all highly liquid investments with remaining maturities of three months or less when purchased to be cash equivalents. The Company maintains its cash balances at banks and financial institutions. The balances are insured up to the Federal Deposit Insurance Corporation legal limit. The Company maintains cash balances that have in the past and 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 condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 176,882 $ 145,053 $ 24,248 $ 218,595 Restricted cash 3,025 3,025 — — Total cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows $ 179,907 $ 148,078 $ 24,248 $ 218,595 ( f ) 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. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leasehold improvements are depreciated over the shorter of the remaining term of the lease or the useful life of the asset. The Company recorded depreciation expense of $0.4 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively, which includes amortization of laboratory equipment acquired under finance leases (previously referred to as “capital leases”) The Company disposed of $8,000 and $0.1 million as of equipment for the three months ended March 31, 2022 and 2021 The Company assesses its long-lived assets, consisting primarily of property and equipment, for impairment when material events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses for the three months ended March 31, 2022 and 2021 ( g ) Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of March 31, 2022, the Company maintained $100.1 million in a sweep account, which includes 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 $14.7 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of March 31, 2022. The Company has not experienced any losses in such accounts. ( h ) The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 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 plus 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 Smart Sticker 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. 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. (a) Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Assay Revenue DermTech Melanoma Test $ 3,518 $ 2,190 Contract Revenue Adhesive patch kits 66 189 RNA extractions 110 104 Project management fees 24 41 Total revenues $ 3,718 $ 2,524 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: Revenue Accounts Receivable Three Months Ended March 31, As of March 31, 2022 2021 2022 2021 Assay Revenue Payor A 32 % 32 % 13 % 26 % Payor B * 10 % 15 % * * Less than 10% There were no other payors or customers that individually accounted for more than 10% of the 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 condensed In a majority of agreements that produce contract revenue, the Company receives a substantial up-front payment and additional payments upon the achievement of various milestones over the life of the agreement. This results in deferred revenue and is relieved upon delivery of the applicable Smart 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 was $1.4 million as of March 31, 2022 and December 31, 2021. Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing agreements. For agreements that have an original duration of one year or less, the Company has elected the practical expedient applicable to such agreements and does not disclose the remaining performance obligations at the end of each reporting period. As of March 31, 2022, 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 $0.1 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. ( i ) 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 $4.7 million and $3.6 million of gross assay accounts receivable as of March 31, 2022 and December 31, 2021, respectively. Contract Accounts Receivable Contract accounts receivable are recorded at the net invoice value and are not interest bearing. The Company reserves specific receivables if collectability is no longer reasonably assured, and as of March 31, 2022, 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 $0.3 million and $0.2 million of contract accounts receivable as of March 31, 2022 and December 31, 2021, respectively. ( j ) 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 three months ended March 31, 2022 and 2021, the outstanding common stock warrants, stock options, 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 three months ended March 31, 2022 excludes the effect of anti-dilutive equity instruments including 723,480 shares of common stock issuable upon the exercise of outstanding common stock warrants and 3,986,965 shares of common stock issuable upon the exercise stock options and release of RSUs. Diluted net loss per share of common stock for the three months ended March 31, 2021 excludes the effect of anti-dilutive equity instruments including 749,770 shares of common stock then issuable upon the exercise of outstanding warrants and 2,495,765 shares of common stock then issuable upon the exercise of stock options and release of RSUs. 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. ( k ) The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table provides a summary of the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 30,226 $ — $ — $ 30,226 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 16,421 — 16,421 Municipal debt securities — 5,589 — 5,589 U.S. government debt securities — 32,043 — 32,043 Total marketable securities, available for sale — 54,053 — 54,053 Total assets measured at fair value on a recurring basis $ 33,251 $ 54,053 $ — $ 87,304 Liabilities: Warrant liability $ — $ — $ 129 $ 129 Total liabilities measured at fair value on a recurring basis $ — $ — $ 129 $ 129 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 16,380 $ — $ — $ 16,380 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 15,352 — 15,352 Municipal debt 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 $ — $ 67,854 Liabilities: Warrant liability $ — $ — $ 146 $ 146 Total liabilities measured at fair value on a recurring basis $ — $ — $ 146 $ 146 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 an unobservable input: expected volatility. Expected volatility is considered by the Company to be an 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 assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2022 2021 Assumed risk-free interest rate 2.37% 0.64% Assumed volatility 92.77% 85.85% Expected term 2.42 years 3.42 years Expected dividend yield — — The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Balance as of December 31, 2021 $ 146 Change in fair value of warrant liability (17 ) Balance as of March 31, 2022 $ 129 As of March 31, 2022 and December 31, 2021, the Company maintains letters of credit of $3.0 million 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 condensed 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. ( l ) In May 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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 ( m ) The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our condensed consolidated financial statements or disclosures. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Short-Term Marketable Securities The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of debt securities classified as available-for-sale securities by major security type and class of security as of March 31, 2022 were as follows (in thousands): March 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt securities $ 16,635 $ — $ (214 ) $ 16,421 Municipal debt securities 5,619 — (30 ) 5,589 U.S. government debt securities 32,493 2 (452 ) 32,043 Total short-term marketable securities, available-for-sale $ 54,747 $ 2 $ (696 ) $ 54,053 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, 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 debt 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 As of March 31, 2022, the estimated market value of debt securities with contractual maturities of less than twelve months was $26.0 million; the remaining debt securities that the Company held at that date had an estimated market value of $28.1 million and contractual maturities of up to 21 months. 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 the Company held at that date had an estimated market value of $27.2 million and contractual maturities of up to 23 months. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. It was determined that no credit losses existed as of March 31, 2022 or December 31, 2021, because the change in market value for those securities in an unrealized loss position has resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. Gross realized gains and losses on the Company’s debt securities for the three months ended March 31, 2022 and 2021 were not significant. Prepaid Expenses and P roperty and Equipment Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2022 December 31, 2021 Prepaid expenses and other current assets: Prepaid insurance $ 1,464 $ 1,801 Prepaid trade shows 134 440 Prepaid software fees 698 551 Prepaid employee compensation 241 238 Other current assets 723 136 Total prepaid expenses and other current assets $ 3,260 $ 3,166 Property and equipment, gross: Laboratory equipment $ 5,109 $ 4,805 Computer equipment 171 171 Furniture and fixtures 124 124 Leasehold improvements 1,074 1,074 Construction-in-progress 652 — Total property and equipment, gross 7,130 6,174 Less accumulated depreciation (1,989 ) (1,625 ) Total property and equipment, net $ 5,141 $ 4,549 Accrued Compensation and Accrued Liabilities Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2022 December 31, 2021 Accrued compensation: Accrued paid time off $ 1,567 $ 1,245 Accrued wages, bonus and other 5,076 3,875 Total accrued compensation $ 6,643 $ 5,120 Accrued liabilities: Accrued consulting services $ 1,824 $ 775 Other accrued expenses 1,217 452 Total accrued liabilities $ 3,041 $ 1,227 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders’ Equity | 3 . Stockholders’ Equity (a) The Company’s amended and restated certificate of incorporation authorizes it to issue 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. Both classes of stock have a par value of $0.0001 per share. ( b ) At-The Market Offering On November 10, 2020, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“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 three months ended March 31, 2022, the Company did not issue any shares pursuant to the Sales Agreement. 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. ( c ) 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. ( d ) 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. 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. Between January 1, 2021 and March 31, 2021, a total of 12,060,071 SPAC Warrants were exercised, resulting in the Company’s issuance of 3,015,011 shares of common stock and the receipt of $69.3 million in gross proceeds. Outstanding SPAC Warrants totaled 2,815,853 as of March 31, 2022 and December 31, 2021, respectively. Private SPAC Warrants that were still owned by the original holder totaled 80,350 as of March 31, 2022 and December 31, 2021, respectively. Placement Agent Warrants In connection with several of DermTech Operations’ financings that took place between 2015 and 2018, DermTech Operations engaged a registered placement agent to assist in marketing and selling of common and preferred units. From 2015 to 2016, DermTech Operations issued 168,522 seven-year seven-year seven-year ( e ) Stock-Based Compensation 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: Three Months Ended March 31, 2022 2021 Assumed risk-free interest rate (1) 0.52% - 1.13% Assumed volatility (1) 74.88% - 77.57% Expected option term (1) 6.08 years Expected dividend yield (1) — (1) The Company did not grant stock options under its 2020 Equity Incentive The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”): Three Months Ended March 31, 2022 2021 Assumed risk-free interest rate 0.05% - 0.22% 0.10% - 0.18% Assumed volatility 52.58% - 64.55% 68.44% - 69.34% Expected option term 0.49 - 0.50 years 0.49 - 0.50 years Expected dividend yield — — The Company recorded stock-based compensation expense for employee options, RSUs, the purchase rights issued under the ESPP, and consultant options of $3.9 million and $2.2 million for the three months ended March 31, 2022 and 2021, respectively. The total compensation cost related to non-vested awards not yet recognized March 31, 2022 was $52.3 million, 2010 Stock Plan In connection with the Business Combination, the Company assumed the DermTech Operations’ Amended and Restated 2010 Stock Plan (the “2010 Plan”), which provided for the granting of incentive and non-statutory stock options and restricted stock purchase rights and bonus awards. Under the 2010 Plan, incentive and non-statutory stock options were granted at not less than 100% of the fair market value of the Company’s common stock on the date of grant. For incentive stock options granted to a ten percent shareholder under the 2010 Plan, the exercise price was not less than 110% of the fair market value of a share of stock on the effective date of grant. DermTech Operations initially reserved 1.0 million shares of common stock for issuance to its employees, non-employee directors and consultants. The 2010 Plan included a provision which annually increased the amount of common stock reserved for issuance under the 2010 Plan. The contractual term of options granted under the 2010 Plan was ten years. Vesting provisions varied based on the specific terms of the individual option awards. At the Company’s annual meeting held on May 26, 2020, the Company’s shareholders voted to approve the DermTech, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), which terminated the 2010 Plan. No additional awards will be granted under the 2010 Plan, however, all outstanding awards under the 2010 Plan remain in effect. No shares remained available for issuance pursuant to future grants under the 2010 Plan as of March 31, 2022 and December 31, 2021, respectively. 2020 Equity Incentive Plan On May 26, 2020, the Company’s stockholders approved the adoption of the 2020 Plan, which provides for the granting of incentive and non-qualified stock options, restricted stock and stock-based awards. The 2020 Plan authorizes the Company to issue up to 1,900,000 shares of the Company’s common stock pursuant to awards granted under the 2020 Plan, plus the number of shares underlying any stock option and other stock-based awards previously granted under the 2010 Plan that are forfeited, canceled, or terminated (other than by exercise) on or after May 26, 2020; provided that no more than 1,400,000 shares may be added to the 2020 Plan pursuant to such forfeitures, cancellations and terminations. In addition, the number of shares available for issuance under the 2020 Plan will automatically increase on the first day of each fiscal year beginning in fiscal year 2021 and ending on the second day of fiscal year 2025, by an amount equal to the smaller of ( i ) 3.5 % of the number of shares of common stock outstanding on such date and (ii) an amount determined by the administrator of the 2020 Plan. The 2020 Plan will expire on April 12, 2030 or an earlier date approved by a vote of the Company’s stock holders or b oard of d irectors. 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. shares remain ed available for future grant under the 2020 Plan as of March 3 1 , 202 2 . 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, 2021, 549,289 shares of common stock were reserved for future issuance under the ESPP. On January 1, 2022, an additional 297,729 shares became available under the ESPP pursuant to an automatic annual increase. On February 28, 2022, the Company issued 47,339 shares of its common stock pursuant to scheduled purchases under the ESPP. 799,679 shares remained available for future grant under the ESPP as of March 31, 2022. 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 four-year the Company issued 11,101 shares of common stock pursuant to the exercise of . Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Warrants to purchase common stock 20 31 SPAC Warrants to purchase common stock* 704 704 Stock options issued and outstanding 1,654 1,721 Restricted stock units issued and outstanding 2,333 983 Authorized for future equity grants 1,203 603 Authorized for future ESPP purchases 800 549 Total common stock reserved for future issuance 6,714 4,591 *Four SPAC Warrants are needed to purchase one share of common stock. The numbers presented above reflect the amount of shares of common stock underlying SPAC Warrants. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Leases, Commitments and Contingencies | 4 . 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”) on the accompanying condensed consolidated balance sheets March 31, 2022 March 31, 2022 December 31, 2021 Gross finance lease obligations $ 231 $ 274 Less imputed interest (14 ) (17 ) Present value of net minimum lease payments 217 257 Less current portion of finance lease obligations (112 ) (121 ) Total long-term finance lease obligations $ 105 $ 136 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 year ended December 31, 2021, the Company took initial possession of the first phase of 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 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. 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 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 condensed consolidated balance sheet based on the term of the underlying lease. As of March 31, 2022, 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 three months ended March 31, 2022 and 2021 were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost Operating lease cost $ 623 $ 319 Variable lease costs 190 171 Total operating lease cost $ 813 $ 490 Finance lease cost Amortization of leased assets $ 20 $ 17 Interest on lease liabilities 3 4 Total finance lease cost $ 23 $ 21 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 485 $ 340 Operating cash flows from finance leases $ 3 $ 4 Financing cash flows from finance leases $ 40 $ 27 Right-of-use assets obtained in exchange for new operating lease obligations $ 15,755 $ 2,831 Weighted-average remaining lease term of operating leases (in years) 10.44 2.17 Weighted-average remaining lease term of finance leases (in years) 2.16 2.75 Weighted-average discount rate for operating leases 6.14 % 4.04 % Weighted-average discount rate for finance leases 5.64 % 5.54 % The Company’s future minimum lease payments under operating and finance leases at March 31, 2022 are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Operating lease obligations, including interest $ 1,970 $ 2,812 $ 2,637 $ 2,716 $ 2,798 $ 18,909 $ 31,842 Finance lease obligations, including interest 89 122 8 8 4 — 231 Total future minimum lease payments $ 2,059 $ 2,934 $ 2,645 $ 2,724 $ 2,802 $ 18,909 $ 32,073 Amounts presented in the table above exclude non-cancelable future minimum lease payments for operating leases that have not commenced as of March 31, 2022. 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5 . Related Party Transactions During 2021 and 2022, the Company engaged EVERSANA Life Science Services, LLC (“EVERSANA”) to provide certain marketing services to the Company. Leana Wood, the spouse of Todd Wood, the Company’s Chief Commercial Offer, is an employee of EVERSANA. The Company incurred $0.7 million and $0.4 million in costs for the three months ended March 31, 2022 On October 1, 2019, the Company entered into a consulting agreement with Michael Dobak pursuant to which the Company will compensate Michael Dobak, in an amount not to exceed $100,000, for certain public relations and marketing services. On July 28, 2020, the Company and Michael Dobak entered into an amendment to such consulting agreement to modify the terms of Michael Dobak’s compensation. The amended consulting agreement compensated Michael Dobak $15,000 per month for the period May 11, 2020 through September 30, 2020 and also granted him a restricted stock unit award that fully vested in a single installment on August 31, 2020 and represented the contingent right to receive 5,000 shares of common stock on January 2, 2021. On November 11, 2020, the Company and Michael Dobak entered into an amendment to such consulting agreement to extend the term through December 31, 2020 with a continued monthly payment of $15,000. On February 26, 2021, the Company and Michael Dobak agreed to extend his agreement through April 30, 2021 with a revised monthly payment of $20,000. March 31, 2022 There were no other related party transactions identified for the three months ended March 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 6 . Subsequent Events Del Mar Lease Amendments In April 2022, the Company entered into two amendments to the Del Mar Lease. Pursuant to the first amendment to the Del Mar Lease, the Company elected to utilize a one-time increase in an allowance provided under the Del Mar Lease to make certain improvements to the Entire Premises. As a result, the Company will pay an increased monthly base rent to the Landlord, in order to repay costs relating to the additional design and construction. Pursuant to the second amendment to the Del Mar Lease, the Company elected to expand the Entire Premises to include 14,085 rentable and usable square feet comprising the executive parking level (the “Expansion Premises”). The Landlord will tender possession of the Expansion Premises following substantial completion of improvements, pursuant to an agreed upon work letter. As the Landlord tenders possession of the Expansion Premises, the Company will be obligated to pay the Landlord increased monthly installments of base rent for the Expansion Premises. The Company considered subsequent events through May 3, 2022, the date the condensed 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) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | (a) On August 29, 2019, DermTech, Inc., formerly known as Constellation Alpha Capital Corp, (the “Company”), and DermTech Operations, Inc., formerly known as DermTech, Inc., (“DermTech Operations”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and DermTech Operations. The Company refers to this agreement, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August 1, 2019, as the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into DermTech Operations, with DermTech Operations surviving as a wholly-owned subsidiary of the Company. The Company refers to this transaction as the Business Combination. In connection with and two days prior to the completion of the Business Combination, the Company domesticated from the British Virgin Islands to Delaware. DermTech Operations changed its name from DermTech, Inc. to DermTech Operations, Inc. shortly before the completion of the Business Combination. On August 29, 2019, immediately following the completion of the Business Combination, the Company changed its name from Constellation Alpha Capital Corp. to DermTech, Inc., and then effected a one-for-two 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 first quarter of 2022, 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 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, and during this time, the Company transitioned administrative functions to predominantly remote work. Beginning in March 2020 and continuing through the first quarter of 2022, 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 first quarter of 2022 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 may continue to negatively affect the Company’s pharmaceutical customers’ clinical trials. The extent to which the COVID-19 pandemic will effect the Company’s future revenue is uncertain and will depend on the duration and extent of the effects of the ongoing COVID-19 pandemic on the Company’s pharmaceutical customers’ clinical trials. |
Basis of Presentation | (b) The condensed consolidated financial statements include the accounts of DermTech, Inc. and its subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”), Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes do not include all the information and disclosures required by U.S. GAAP for complete financial statements and should be read together with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. The accompanying un audited condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements. As of March 31, 2022, there have been no material changes in the Company's significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Reclassifications | ( c ) Certain prior period information on the condensed consolidated statement of cash flows has been reclassified to conform to the current year presentation. |
Use of Estimates | ( d ) The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the amounts of revenues and expenses reported during the period. On an ongoing basis, management evaluates these estimates and judgments, including but not limited to those related to assay revenue, stock-based compensation, short-term marketable securities, accounts receivable, accrued bonus, warrant liability, 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 ) 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 have in the past and 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 condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 176,882 $ 145,053 $ 24,248 $ 218,595 Restricted cash 3,025 3,025 — — Total cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows $ 179,907 $ 148,078 $ 24,248 $ 218,595 |
Property and Equipment | ( f ) 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. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leasehold improvements are depreciated over the shorter of the remaining term of the lease or the useful life of the asset. The Company recorded depreciation expense of $0.4 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively, which includes amortization of laboratory equipment acquired under finance leases (previously referred to as “capital leases”) The Company disposed of $8,000 and $0.1 million as of equipment for the three months ended March 31, 2022 and 2021 The Company assesses its long-lived assets, consisting primarily of property and equipment, for impairment when material events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses for the three months ended March 31, 2022 and 2021 |
Concentration of Credit Risk | ( g ) Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. As of March 31, 2022, the Company maintained $100.1 million in a sweep account, which includes 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 $14.7 million was held in excess of the Federal Deposit Insurance Corporation insured limit as of March 31, 2022. The Company has not experienced any losses in such accounts. |
Revenue Recognition | ( h ) The Company’s revenue is generated from two revenue streams: contract revenue and assay revenue. The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 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 plus 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 Smart Sticker 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. 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. (a) Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Assay Revenue DermTech Melanoma Test $ 3,518 $ 2,190 Contract Revenue Adhesive patch kits 66 189 RNA extractions 110 104 Project management fees 24 41 Total revenues $ 3,718 $ 2,524 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: Revenue Accounts Receivable Three Months Ended March 31, As of March 31, 2022 2021 2022 2021 Assay Revenue Payor A 32 % 32 % 13 % 26 % Payor B * 10 % 15 % * * Less than 10% There were no other payors or customers that individually accounted for more than 10% of the 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 condensed In a majority of agreements that produce contract revenue, the Company receives a substantial up-front payment and additional payments upon the achievement of various milestones over the life of the agreement. This results in deferred revenue and is relieved upon delivery of the applicable Smart 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 was $1.4 million as of March 31, 2022 and December 31, 2021. Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing agreements. For agreements that have an original duration of one year or less, the Company has elected the practical expedient applicable to such agreements and does not disclose the remaining performance obligations at the end of each reporting period. As of March 31, 2022, 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 $0.1 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next two to three years. |
Accounts Receivable | ( i ) 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 $4.7 million and $3.6 million of gross assay accounts receivable as of March 31, 2022 and December 31, 2021, respectively. Contract Accounts Receivable Contract accounts receivable are recorded at the net invoice value and are not interest bearing. The Company reserves specific receivables if collectability is no longer reasonably assured, and as of March 31, 2022, 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 $0.3 million and $0.2 million of contract accounts receivable as of March 31, 2022 and December 31, 2021, respectively. |
Net Loss Per Share | ( j ) 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 three months ended March 31, 2022 and 2021, the outstanding common stock warrants, stock options, 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 three months ended March 31, 2022 excludes the effect of anti-dilutive equity instruments including 723,480 shares of common stock issuable upon the exercise of outstanding common stock warrants and 3,986,965 shares of common stock issuable upon the exercise stock options and release of RSUs. Diluted net loss per share of common stock for the three months ended March 31, 2021 excludes the effect of anti-dilutive equity instruments including 749,770 shares of common stock then issuable upon the exercise of outstanding warrants and 2,495,765 shares of common stock then issuable upon the exercise of stock options and release of RSUs. 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. |
Fair Value Measurements | ( k ) The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table provides a summary of the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 30,226 $ — $ — $ 30,226 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 16,421 — 16,421 Municipal debt securities — 5,589 — 5,589 U.S. government debt securities — 32,043 — 32,043 Total marketable securities, available for sale — 54,053 — 54,053 Total assets measured at fair value on a recurring basis $ 33,251 $ 54,053 $ — $ 87,304 Liabilities: Warrant liability $ — $ — $ 129 $ 129 Total liabilities measured at fair value on a recurring basis $ — $ — $ 129 $ 129 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 16,380 $ — $ — $ 16,380 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 15,352 — 15,352 Municipal debt 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 $ — $ 67,854 Liabilities: Warrant liability $ — $ — $ 146 $ 146 Total liabilities measured at fair value on a recurring basis $ — $ — $ 146 $ 146 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 an unobservable input: expected volatility. Expected volatility is considered by the Company to be an 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 assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2022 2021 Assumed risk-free interest rate 2.37% 0.64% Assumed volatility 92.77% 85.85% Expected term 2.42 years 3.42 years Expected dividend yield — — The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Balance as of December 31, 2021 $ 146 Change in fair value of warrant liability (17 ) Balance as of March 31, 2022 $ 129 As of March 31, 2022 and December 31, 2021, the Company maintains letters of credit of $3.0 million 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 condensed 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 | ( l ) In May 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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 |
Accounting Pronouncements Issued But Not Yet Effective | ( m ) The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our condensed consolidated financial statements or disclosures. |
The Company and a Summary of _3
The Company and a Summary of its Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 176,882 $ 145,053 $ 24,248 $ 218,595 Restricted cash 3,025 3,025 — — Total cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows $ 179,907 $ 148,078 $ 24,248 $ 218,595 |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source during the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Assay Revenue DermTech Melanoma Test $ 3,518 $ 2,190 Contract Revenue Adhesive patch kits 66 189 RNA extractions 110 104 Project management fees 24 41 Total revenues $ 3,718 $ 2,524 |
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: Revenue Accounts Receivable Three Months Ended March 31, As of March 31, 2022 2021 2022 2021 Assay Revenue Payor A 32 % 32 % 13 % 26 % Payor B * 10 % 15 % * * Less than 10% |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides a summary of the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 30,226 $ — $ — $ 30,226 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 16,421 — 16,421 Municipal debt securities — 5,589 — 5,589 U.S. government debt securities — 32,043 — 32,043 Total marketable securities, available for sale — 54,053 — 54,053 Total assets measured at fair value on a recurring basis $ 33,251 $ 54,053 $ — $ 87,304 Liabilities: Warrant liability $ — $ — $ 129 $ 129 Total liabilities measured at fair value on a recurring basis $ — $ — $ 129 $ 129 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 16,380 $ — $ — $ 16,380 Restricted cash 3,025 — — 3,025 Marketable securities, available for sale: Corporate debt securities — 15,352 — 15,352 Municipal debt 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 $ — $ 67,854 Liabilities: Warrant liability $ — $ — $ 146 $ 146 Total liabilities measured at fair value on a recurring basis $ — $ — $ 146 $ 146 |
Summary of Assumptions Used to Calculate Fair Value of Warrant Liability Using Black-Scholes-Merton Valuation Model | The following assumptions were used to calculate the fair value of the Company’s warrant liability using the Black-Scholes-Merton valuation model: Three Months Ended March 31, 2022 2021 Assumed risk-free interest rate 2.37% 0.64% Assumed volatility 92.77% 85.85% Expected term 2.42 years 3.42 years Expected dividend yield — — |
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, 2021 $ 146 Change in fair value of warrant liability (17 ) Balance as of March 31, 2022 $ 129 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Short-Term Marketable Securities | The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of debt securities classified as available-for-sale securities by major security type and class of security as of March 31, 2022 were as follows (in thousands): March 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Market Value Short-term marketable securities, available-for-sale: Corporate debt securities $ 16,635 $ — $ (214 ) $ 16,421 Municipal debt securities 5,619 — (30 ) 5,589 U.S. government debt securities 32,493 2 (452 ) 32,043 Total short-term marketable securities, available-for-sale $ 54,747 $ 2 $ (696 ) $ 54,053 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, 2021 were as follows (in thousands): |
Schedule of Prepaid Expenses and PP&E | Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2022 December 31, 2021 Prepaid expenses and other current assets: Prepaid insurance $ 1,464 $ 1,801 Prepaid trade shows 134 440 Prepaid software fees 698 551 Prepaid employee compensation 241 238 Other current assets 723 136 Total prepaid expenses and other current assets $ 3,260 $ 3,166 Property and equipment, gross: Laboratory equipment $ 5,109 $ 4,805 Computer equipment 171 171 Furniture and fixtures 124 124 Leasehold improvements 1,074 1,074 Construction-in-progress 652 — Total property and equipment, gross 7,130 6,174 Less accumulated depreciation (1,989 ) (1,625 ) Total property and equipment, net $ 5,141 $ 4,549 |
Schedule of Accrued Compensation and Accrued Liabilities | Condensed consolidated balance sheet details are as follows (in thousands): March 31, 2022 December 31, 2021 Accrued compensation: Accrued paid time off $ 1,567 $ 1,245 Accrued wages, bonus and other 5,076 3,875 Total accrued compensation $ 6,643 $ 5,120 Accrued liabilities: Accrued consulting services $ 1,824 $ 775 Other accrued expenses 1,217 452 Total accrued liabilities $ 3,041 $ 1,227 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Warrants to purchase common stock 20 31 SPAC Warrants to purchase common stock* 704 704 Stock options issued and outstanding 1,654 1,721 Restricted stock units issued and outstanding 2,333 983 Authorized for future equity grants 1,203 603 Authorized for future ESPP purchases 800 549 Total common stock reserved for future issuance 6,714 4,591 *Four SPAC Warrants are needed to purchase one share of common stock. The numbers presented above reflect the amount of shares of common stock underlying SPAC Warrants. |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Long Term Finance Lease Obligations | Long-term finance lease obligations are as follows (in thousands): March 31, 2022 December 31, 2021 Gross finance lease obligations $ 231 $ 274 Less imputed interest (14 ) (17 ) Present value of net minimum lease payments 217 257 Less current portion of finance lease obligations (112 ) (121 ) Total long-term finance lease obligations $ 105 $ 136 |
Components of Lease Expense | The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost Operating lease cost $ 623 $ 319 Variable lease costs 190 171 Total operating lease cost $ 813 $ 490 Finance lease cost Amortization of leased assets $ 20 $ 17 Interest on lease liabilities 3 4 Total finance lease cost $ 23 $ 21 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 485 $ 340 Operating cash flows from finance leases $ 3 $ 4 Financing cash flows from finance leases $ 40 $ 27 Right-of-use assets obtained in exchange for new operating lease obligations $ 15,755 $ 2,831 Weighted-average remaining lease term of operating leases (in years) 10.44 2.17 Weighted-average remaining lease term of finance leases (in years) 2.16 2.75 Weighted-average discount rate for operating leases 6.14 % 4.04 % Weighted-average discount rate for finance leases 5.64 % 5.54 % |
Schedule of Future Minimum Lease Payments Under Operating and Financing Leases | The Company’s future minimum lease payments under operating and finance leases at March 31, 2022 are as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Operating lease obligations, including interest $ 1,970 $ 2,812 $ 2,637 $ 2,716 $ 2,798 $ 18,909 $ 31,842 Finance lease obligations, including interest 89 122 8 8 4 — 231 Total future minimum lease payments $ 2,059 $ 2,934 $ 2,645 $ 2,724 $ 2,802 $ 18,909 $ 32,073 |
The Company and a Summary of _4
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details) | Aug. 29, 2019 | Mar. 31, 2022USD ($)Revenue_Streamshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) |
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 | |||
Depreciation expense | $ 372,000 | $ 206,000 | ||
Gross assets | 7,130,000 | $ 6,174,000 | ||
Accumulated amortization | 100,000 | 100,000 | ||
Disposal of plant or equipment | 8,000 | 100,000 | ||
Impairment losses | 0 | $ 0 | ||
Sweep account | 100,100,000 | |||
Insured amount by FDIC | 250,000 | |||
Cash held in excess of FDIC limit | $ 14,700,000 | |||
Number of revenue streams | Revenue_Stream | 2 | |||
Short-term deferred revenue | $ 1,350,000 | 1,380,000 | ||
Accounts receivable | 4,995,000 | 3,847,000 | ||
Level 1 | Restricted Cash | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Letters of credit | $ 3,000,000 | 3,000,000 | ||
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 | 723,480 | 749,770 | ||
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 | 3,986,965 | 2,495,765 | ||
Assay Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable gross | $ 4,700,000 | 3,600,000 | ||
Contract Revenue | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Accounts receivable | $ 300,000 | 200,000 | ||
Minimum | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Useful life of the assets | 2 years | |||
Maximum | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Useful life of the assets | 5 years | |||
Amortization of Laboratory Equipment Acquired under Finance Leases | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Depreciation expense | $ 20,000 | $ 17,000 | ||
Assets Recorded under Finance Leases | ||||
The Company and Summary of its Significant Accounting Policies [Line Items] | ||||
Gross assets | 400,000 | 400,000 | ||
Accumulated amortization | $ 100,000 | $ 100,000 |
The Company and a Summary of _5
The Company and a Summary of its Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Cash and cash equivalents, beginning of period | $ 176,882 | $ 218,595 | $ 24,248 |
Restricted cash, beginning of period | 3,025 | ||
Cash, cash equivalents and restricted cash, beginning of period | 179,907 | 218,595 | 24,248 |
Cash and cash equivalents, end of period | 145,053 | 176,882 | 218,595 |
Restricted cash, end of period | 3,025 | 3,025 | |
Cash, cash equivalents and restricted cash, end of period | $ 148,078 | $ 179,907 | $ 218,595 |
The Company and a Summary of _6
The Company and a Summary of its Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 3,718 | $ 2,524 |
Assay Revenue, DermTech Melanoma Test | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 3,518 | 2,190 |
Contract Revenue, Adhesive Patch kits | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 66 | 189 |
Contract Revenue, RNA Extractions | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 110 | 104 |
Contract Revenue, Project Management Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 24 | $ 41 |
The Company and a Summary of _7
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Revenue | Assay Revenue Payor A | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 32.00% | 32.00% |
Total Revenue | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Accounts Receivable | Assay Revenue Payor A | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13.00% | 26.00% |
Accounts Receivable | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 15.00% |
The Company and a Summary of _8
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Revenue | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Accounts Receivable | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Maximum | Total Revenue | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Maximum | Total Revenue | Assay Revenue Payor C | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Maximum | Accounts Receivable | Assay Revenue Payor B | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Maximum | Accounts Receivable | Assay Revenue Payor C | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% |
The Company and a Summary of _9
The Company and a Summary of its Significant Accounting Policies - Additional Information (Details 1) $ in Millions | Mar. 31, 2022USD ($) |
The Company and Summary of its Significant Accounting Policies [Line Items] | |
Remaining performance obligation, estimated revenue expected to be recognized | $ 0.1 |
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_10
The Company and a Summary of its Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Restricted cash | $ 3,025 | $ 3,025 |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 54,053 | 48,449 |
Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 30,226 | 16,380 |
Restricted cash | 3,025 | 3,025 |
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 54,053 | 48,449 |
Total assets measured at fair value on a recurring basis | 87,304 | 67,854 |
Liabilities: | ||
Warrant liability | 129 | 146 |
Total liabilities measured at fair value on a recurring basis | 129 | 146 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 30,226 | 16,380 |
Restricted cash | 3,025 | 3,025 |
Marketable securities, available for sale: | ||
Total assets measured at fair value on a recurring basis | 33,251 | 19,405 |
Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 54,053 | 48,449 |
Total assets measured at fair value on a recurring basis | 54,053 | 48,449 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrant liability | 129 | 146 |
Total liabilities measured at fair value on a recurring basis | 129 | 146 |
Corporate Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 16,421 | 15,352 |
Corporate Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 16,421 | 15,352 |
Corporate Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 16,421 | 15,352 |
Municipal Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 5,589 | 7,412 |
Municipal Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 5,589 | 7,412 |
Municipal Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 5,589 | 7,412 |
U.S. Government Debt Securities | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 32,043 | 25,685 |
U.S. Government Debt Securities | Fair Value, Recurring | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | 32,043 | 25,685 |
U.S. Government Debt Securities | Fair Value, Recurring | Level 2 | ||
Marketable securities, available for sale: | ||
Marketable securities, available for sale | $ 32,043 | $ 25,685 |
The Company and a Summary of_11
The Company and a Summary of its Significant Accounting Policies - Assumptions Used to Calculate Fair Value of Warrant Liability Using Black-Scholes-Merton Valuation Model (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Assumed Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant liability, fair value measurement inputs | 2.37 | 0.64 |
Assumed Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant liability, fair value measurement inputs | 92.77 | 85.85 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (years) | 2 years 5 months 1 day | 3 years 5 months 1 day |
The Company and a Summary of_12
The Company and a Summary of its Significant Accounting Policies - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - Level 3 - Warrant Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance | $ 146 |
Change in fair value of warrant liability | (17) |
Balance | $ 129 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Short-Term Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investment Holdings [Line Items] | ||
Amortized Cost | $ 54,747 | $ 48,573 |
Gross Unrealized Gain | 2 | 1 |
Gross Unrealized Loss | (696) | (125) |
Marketable securities, available for sale | 54,053 | 48,449 |
Corporate Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 16,635 | 15,385 |
Gross Unrealized Loss | (214) | (33) |
Marketable securities, available for sale | 16,421 | 15,352 |
Municipal Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 5,619 | 7,417 |
Gross Unrealized Loss | (30) | (5) |
Marketable securities, available for sale | 5,589 | 7,412 |
U.S. Government Debt Securities | ||
Investment Holdings [Line Items] | ||
Amortized Cost | 32,493 | 25,771 |
Gross Unrealized Gain | 2 | 1 |
Gross Unrealized Loss | (452) | (87) |
Marketable securities, available for sale | $ 32,043 | $ 25,685 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Estimated market value of debt securities with contractual maturities of less than 12 months | $ 26,000,000 | $ 21,200,000 |
Estimated market value of debt securities with contractual maturities of less than 21 months | 28,100,000 | |
Estimated market value of remaining debt securities with contractual maturities of up to 23 months | $ 27,200,000 | |
Credit losses exist | $ 0 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Prepaid Expenses and PP&E (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets: | ||
Prepaid insurance | $ 1,464 | $ 1,801 |
Prepaid trade shows | 134 | 440 |
Prepaid software fees | 698 | 551 |
Prepaid employee compensation | 241 | 238 |
Other current assets | 723 | 136 |
Total prepaid expenses and other current assets | 3,260 | 3,166 |
Property and equipment, gross: | ||
Laboratory equipment | 5,109 | 4,805 |
Computer equipment | 171 | 171 |
Furniture and fixtures | 124 | 124 |
Leasehold improvements | 1,074 | 1,074 |
Construction-in-progress | 652 | |
Total property and equipment, gross | 7,130 | 6,174 |
Less accumulated depreciation | (1,989) | (1,625) |
Total property and equipment, net | $ 5,141 | $ 4,549 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued compensation: | ||
Accrued paid time off | $ 1,567 | $ 1,245 |
Accrued wages, bonus and other | 5,076 | 3,875 |
Total accrued compensation | 6,643 | 5,120 |
Accrued liabilities: | ||
Accrued consulting services | 1,824 | 775 |
Other accrued expenses | 1,217 | 452 |
Total accrued liabilities | $ 3,041 | $ 1,227 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2021shares | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021shares | Nov. 10, 2020USD ($)$ / sharesshares | Jun. 23, 2017shares | Feb. 28, 2022shares | Aug. 31, 2021shares | Mar. 31, 2022USD ($)Warrant$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jan. 01, 2022shares |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||
Common stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | |||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 134,582 | |||||||||||||
Net proceeds from issuance of common stock | $ | 134,582 | |||||||||||||
Total proceeds from exercise of public warrants | $ | $ 12 | 69,923 | ||||||||||||
Common stock available for issuance | 6,714 | 4,591 | ||||||||||||
2020 Employee Stock Purchase Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares issued during period | 39,960 | 47,339 | 18,155 | |||||||||||
Stock-based compensation expense | $ | $ 3,900 | $ 2,200 | ||||||||||||
Compensation cost related to non-vested awards not yet recognized | $ | $ 52,300 | |||||||||||||
Weighted average term expected to be recognized | 2 years 10 months 24 days | |||||||||||||
Options remain available for issuance pursuant to future grants | 799,679 | 297,729 | ||||||||||||
Shares, issued | 300,000 | |||||||||||||
Common stock outstanding percentage | 1.00% | |||||||||||||
Percentage of price at shares purchased | 85.00% | |||||||||||||
Common stock available for issuance | 549,289 | |||||||||||||
Issuance of common stock, net of issuance costs, Shares | 39,960 | 47,339 | 18,155 | |||||||||||
2010 Stock Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock initially reserved for issuance | 1,000,000 | |||||||||||||
Contractual term of options granted | 10 years | |||||||||||||
Options remain available for issuance pursuant to future grants | 0 | |||||||||||||
2010 Stock Plan | Incentive Stock Options | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Options granted to shareholder, percentage | 10.00% | |||||||||||||
2020 Equity Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 1,900,000 | |||||||||||||
Contractual term of options granted | 10 years | |||||||||||||
Options remain available for issuance pursuant to future grants | 1,202,802 | |||||||||||||
Common stock outstanding percentage | 3.50% | |||||||||||||
SPAC Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants issued to purchase common stock | 14,936,250 | |||||||||||||
Expected term (years) | 5 years | |||||||||||||
Number of warrants entitle holder to purchase one share | Warrant | 4 | |||||||||||||
Total number exercised of public warrants | 12,060,071 | 12,120,397 | ||||||||||||
Common shares issued upon exercise of warrants | 3,015,011 | 3,030,092 | ||||||||||||
Total proceeds from exercise of public warrants | $ | $ 69,300 | $ 69,700 | ||||||||||||
Warrants outstanding | 2,815,853 | 2,815,853 | ||||||||||||
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 | 80,350 | ||||||||||||
Placement Agent Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants issued to purchase common stock | 168,522 | 72,658 | ||||||||||||
Expected term (years) | 7 years | 7 years | ||||||||||||
Warrants outstanding | 10,039 | 10,039 | ||||||||||||
Placement Agent Warrants | 2018 Convertible Bridge Notes | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants issued to purchase common stock | 15,724 | |||||||||||||
Expected term (years) | 7 years | |||||||||||||
Management Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Expected term (years) | 10 years | |||||||||||||
Warrants outstanding | 9,219 | 20,320 | ||||||||||||
Cowen and William Blair & Company, L.L.C. | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares issued during period | 4,237,288 | |||||||||||||
Net proceeds from issuance of common stock | $ | $ 134,600 | |||||||||||||
Shares purchased by underwriters | 635,593 | 635,593 | ||||||||||||
Number of days granted to underwriters option to purchase | 30 days | |||||||||||||
Issuance of stock | 4,872,881 | |||||||||||||
Public offering price | $ / shares | $ 29.50 | |||||||||||||
Gross proceeds from offering, before deducting underwriting discounts and commissions and other offering expenses | $ | $ 143,700 | |||||||||||||
Issuance of common stock, net of issuance costs, Shares | 4,237,288 | |||||||||||||
Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 1 | |||||||||||||
Preferred stock, shares issued during period | 4,872,881 | |||||||||||||
Issuance of common stock, net of issuance costs, Shares | 4,872,881 | |||||||||||||
Common Stock | SPAC Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued for each warrant | 0.25 | |||||||||||||
Exercise price of warrant | $ / shares | $ 23 | |||||||||||||
Common Stock | Placement Agent Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued for each warrant | 1 | 1 | ||||||||||||
Exercise price of warrant | $ / shares | $ 8.68 | $ 9.54 | ||||||||||||
Common Stock | Placement Agent Warrants | 2018 Convertible Bridge Notes | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued for each warrant | 1 | |||||||||||||
Exercise price of warrant | $ / shares | $ 9.54 | |||||||||||||
Common Stock | Management Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares issued during period | 11,101 | |||||||||||||
Exercise price of warrant | $ / shares | $ 1.08 | |||||||||||||
Warrants vesting period | 4 years | |||||||||||||
Issuance of common stock, net of issuance costs, Shares | 11,101 | |||||||||||||
Cowen and Company LLC | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of preferred stock, total offering amount | $ | $ 50,000 | |||||||||||||
Preferred stock, shares issued during period | 951,792 | 0 | 530,551 | |||||||||||
Weighted average purchase price per share | $ / shares | $ 20.97 | $ 46.33 | ||||||||||||
Gross proceeds from issuance of common stock | $ | $ 20,000 | $ 24,600 | ||||||||||||
Decrease in issuance costs | $ | 900 | 700 | ||||||||||||
Net proceeds from issuance of common stock | $ | $ 19,100 | $ 23,800 | ||||||||||||
Issuance of common stock, net of issuance costs, Shares | 951,792 | 0 | 530,551 | |||||||||||
Maximum | 2020 Employee Stock Purchase Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock available for issuance | 400,000 | |||||||||||||
Maximum | 2020 Equity Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares, issued | 1,400,000 | |||||||||||||
Term of the option | 5 years | |||||||||||||
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% |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Determine Fair Value of Each Option on Date of Grant Issued (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
2020 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Assumed risk-free interest rate,minimum | 0.52% | |
Assumed risk-free interest rate,maximum | 1.13% | |
Assumed volatility,minimum | 74.88% | |
Assumed volatility,maximum | 77.57% | |
Expected option term | 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% | 0.10% |
Assumed risk-free interest rate,maximum | 0.22% | 0.18% |
Assumed volatility,minimum | 52.58% | 68.44% |
Assumed volatility,maximum | 64.55% | 69.34% |
2020 Employee Stock Purchase Plan | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 5 months 26 days | 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 | 6 months |
Stockholders' Equity - Assump_2
Stockholders' Equity - Assumptions Used to Determine Fair Value of Each Option on Date of Grant Issued (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
2020 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 6,714 | 4,591 |
Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 20 | 31 |
SPAC Warrants to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 704 | 704 |
Stock Options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,654 | 1,721 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,333 | 983 |
Authorized for Future Equity Grants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,203 | 603 |
Authorized for Future ESPP Purchases | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 800 | 549 |
Stockholders Equity - Summary_2
Stockholders Equity - Summary of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - SPAC Warrants | 3 Months Ended |
Mar. 31, 2022Warrantshares | |
Class of Stock [Line Items] | |
Number of warrants entitle holder to purchase one share | Warrant | 4 |
Common Stock | |
Class of Stock [Line Items] | |
Number of shares issued for each warrant | shares | 0.25 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Additional Information (Details) | Jul. 01, 2021USD ($)ft²$ / ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jan. 01, 2021USD ($) |
Commitments And Contingencies [Line Items] | |||||
Percentage of useful lives of assets | 75.00% | ||||
Finance lease interest expense | $ 3,000 | $ 4,000 | |||
Gross assets | 7,130,000 | $ 6,174,000 | |||
Accumulated amortization | $ 100,000 | 100,000 | |||
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 | $ 23,065,000 | 7,744,000 | $ 2,800,000 | ||
Lease liability | 3,100,000 | ||||
Estimated future lease payment obligation | 31,842,000 | ||||
Tenant improvement allowance | $ 300,000 | $ 300,000 | |||
Lease expiration date | Apr. 30, 2023 | ||||
Remaining lease term | 28 months | ||||
Estimated discount rate | 404.00% | ||||
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 | $ 15,800,000 | 5,700,000 | |||
Lease liability | 15,800,000 | 5,700,000 | |||
Estimated future lease payment obligation | 41,100,000 | ||||
Kilroy Realty, L.P | Letter of Credit | Restricted Cash | |||||
Commitments And Contingencies [Line Items] | |||||
Lease security deposit to be paid on lease commencement date | $ 3,000,000 | ||||
Kilroy Realty, L.P | Standby Letter of Credit | |||||
Commitments And Contingencies [Line Items] | |||||
Lease security deposit to be paid on lease commencement date | 0 | ||||
Interest Income, Net | |||||
Commitments And Contingencies [Line Items] | |||||
Finance lease interest expense | 3,000 | $ 4,000 | |||
Assets Recorded under Finance Leases | |||||
Commitments And Contingencies [Line Items] | |||||
Gross assets | 400,000 | 400,000 | |||
Accumulated amortization | $ 100,000 | $ 100,000 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Schedule of Long Term Finance Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finance Lease Liability [Abstract] | ||
Gross finance lease obligations | $ 231 | $ 274 |
Less imputed interest | (14) | (17) |
Present value of net minimum lease payments | 217 | 257 |
Less current portion of finance lease obligations | (112) | (121) |
Long-term finance lease obligations, less current portion | $ 105 | $ 136 |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating lease cost | ||
Operating lease cost | $ 623 | $ 319 |
Variable lease costs | 190 | 171 |
Total operating lease cost | 813 | 490 |
Finance lease cost | ||
Amortization of leased assets | 20 | 17 |
Finance lease interest expense | 3 | 4 |
Total finance lease cost | 23 | 21 |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | 485 | 340 |
Finance lease interest expense | 3 | 4 |
Financing cash flows from finance leases | 40 | 27 |
Right-of-use assets obtained in exchange for lease obligations | $ 15,755 | $ 2,831 |
Weighted-average remaining lease term of operating leases (in years) | 10 years 5 months 8 days | 2 years 2 months 1 day |
Weighted-average remaining lease term of finance leases (in years) | 2 years 1 month 28 days | 2 years 9 months |
Weighted-average discount rate for operating leases | 6.14% | 4.04% |
Weighted-average discount rate for finance leases | 5.64% | 5.54% |
Leases, Commitments and Conti_6
Leases, Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating and Financing Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating lease obligations, including interests payments due in 2022 | $ 1,970 | |
Operating lease obligations, including interests payments due in 2023 | 2,812 | |
Operating lease obligations, including interests payments due in 2024 | 2,637 | |
Operating lease obligations, including interests payments due in 2025 | 2,716 | |
Operating lease obligations, including interests payments due in 2026 | 2,798 | |
Operating lease obligations, including interests payments due thereafter | 18,909 | |
Operating lease obligations, including interests payments due, Total | 31,842 | |
Finance lease obligations, including interest payments due in 2022 | 89 | |
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 | 231 | $ 274 |
Total future minimum lease payments due in 2022 | 2,059 | |
Total future minimum lease payments due in 2023 | 2,934 | |
Total future minimum lease payments due in 2024 | 2,645 | |
Total future minimum lease payments due in 2025 | 2,724 | |
Total future minimum lease payments due in 2026 | 2,802 | |
Total future minimum lease payments due thereafter | 18,909 | |
Total future minimum lease payments | $ 32,073 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 26, 2021 | Nov. 11, 2020 | Oct. 01, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 02, 2021 |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | 29,940,637 | 29,772,922 | ||||||||||
Related party transaction, other | $ 0 | $ 0 | ||||||||||
EVERSANA | Leana Wood | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | 700,000 | 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 | $ 0 | $ 100,000 | |||
Common stock, shares issued | 5,000 | |||||||||||
DermTech,Inc. | Michael Dobak | Maximum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party certain marketing cost | $ 100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 1 Months Ended |
Apr. 30, 2022ft² | |
Del Mar Lease Amendments | Subsequent Event | |
Subsequent Event [Line Items] | |
Area of building expanded | 14,085 |