Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40344 | |
Entity Registrant Name | Akoya Biosciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-5586242 | |
Entity Address, Address Line One | 100 Campus Drive | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | Marlborough | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01752 | |
City Area Code | 855 | |
Local Phone Number | 896-8401 | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Trading Symbol | AKYA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,955,857 | |
Entity Central Index Key | 0001711933 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 51,836 | $ 113,079 |
Marketable securities | 29,868 | |
Accounts receivable, net | 8,680 | 9,444 |
Inventories, net | 13,063 | 9,014 |
Prepaid expenses and other current assets | 8,297 | 9,277 |
Total current assets | 111,744 | 140,814 |
Property and equipment, net | 10,492 | 7,487 |
Restricted cash | 302 | 302 |
Demo inventory, net | 2,064 | 2,548 |
Intangible assets, net | 20,442 | 21,150 |
Goodwill | 18,262 | 18,262 |
Operating lease right of use assets, net | 11,307 | |
Financing lease right of use assets, net | 1,504 | |
Other assets | 340 | 344 |
Total assets | 176,457 | 190,907 |
Current liabilities | ||
Accounts payable | 8,172 | 9,435 |
Accrued expenses and other current liabilities | 14,037 | 13,491 |
Current portion of operating lease liabilities | 3,004 | |
Current portion of financing lease liabilities | 593 | |
Current portion of capital lease liabilities | 272 | |
Deferred revenue | 5,876 | 4,484 |
Total current liabilities | 31,682 | 27,682 |
Deferred revenue, net of current portion | 1,477 | 1,330 |
Long-term debt, net of debt discount | 52,714 | 32,471 |
Deferred tax liability, net | 125 | 26 |
Capital lease liabilities, net of current portion | 197 | |
Operating lease liabilities, net of current portion | 8,723 | |
Financing lease liabilities, net of current portion | 692 | |
Contingent consideration liability (Note 4), net of current portion | 5,956 | 7,850 |
Total liabilities | 101,369 | 69,556 |
Stockholders' equity | ||
Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2022; 0 shares authorized, issued and outstanding at December 31, 2021 | ||
Common Stock, $0.00001 par value; 500,000,000 shares authorized at September 30, 2022 and December 31, 2021; 37,947,853 and 37,424,101 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid in capital | 223,025 | 217,456 |
Accumulated deficit | (147,873) | (96,107) |
Other comprehensive loss | (66) | |
Total stockholders' equity | 75,088 | 121,351 |
Total liabilities and stockholders' equity | $ 176,457 | $ 190,907 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 37,947,853 | 37,424,101 |
Common stock, shares outstanding | 37,947,853 | 37,424,101 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 18,852 | $ 13,476 | $ 53,640 | $ 38,759 |
Cost of goods sold | 7,945 | 5,023 | 22,296 | 14,767 |
Gross profit | 10,907 | 8,453 | 31,344 | 23,992 |
Operating expenses: | ||||
Selling, general and administrative | 19,922 | 13,725 | 58,705 | 31,970 |
Research and development | 5,466 | 3,999 | 16,778 | 10,138 |
Change in fair value of contingent consideration | 357 | 224 | (599) | 1,050 |
Depreciation and amortization | 1,815 | 1,244 | 4,975 | 3,352 |
Total operating expenses | 27,560 | 19,192 | 79,859 | 46,510 |
Loss from operations | (16,653) | (10,739) | (48,515) | (22,518) |
Other income (expense): | ||||
Interest expense | (1,109) | (763) | (2,707) | (2,271) |
Change in fair value of warrant liability | (2,728) | |||
Gain on extinguishment of debt | 2,476 | |||
Other expense, net | (89) | (126) | (395) | (244) |
Loss before benefit (provision) for income taxes | (17,851) | (11,628) | (51,617) | (25,285) |
(Provision) benefit for income taxes | (21) | 11 | (149) | 23 |
Net loss | (17,872) | (11,617) | (51,766) | (25,262) |
Dividends accrued on redeemable convertible preferred stock | (1,435) | |||
Accretion of redeemable convertible preferred stock | (296) | |||
Adjusted net loss attributable to common stockholders | $ (17,872) | $ (11,617) | $ (51,766) | $ (26,993) |
Net loss per share attributable to common stockholders, basic | $ (0.47) | $ (0.31) | $ (1.37) | $ (1.15) |
Net loss per share attributable to common stockholders, diluted | $ (0.47) | $ (0.31) | $ (1.37) | $ (1.15) |
Weighted-average shares outstanding, basic | 37,900,821 | 37,162,489 | 37,660,814 | 23,407,358 |
Weighted-average shares outstanding, diluted | 37,900,821 | 37,162,489 | 37,660,814 | 23,407,358 |
Product | ||||
Revenue | $ 14,438 | $ 10,874 | $ 41,942 | $ 31,556 |
Cost of goods sold | 5,455 | 3,594 | 14,733 | 10,381 |
Service and other | ||||
Revenue | 4,414 | 2,602 | 11,698 | 7,203 |
Cost of goods sold | $ 2,490 | $ 1,429 | $ 7,563 | $ 4,386 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) | ||||
Net loss | $ (17,872) | $ (11,617) | $ (51,766) | $ (25,262) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable securities | 26 | (66) | ||
Total other comprehensive income (loss) | 26 | (66) | ||
Comprehensive loss | $ (17,846) | $ (11,617) | $ (51,832) | $ (25,262) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($) $ in Thousands | Preferred Stock Series B Redeemable Convertible Preferred Stock | Preferred Stock Series C Redeemable Convertible Preferred Stock | Preferred Stock Series D Redeemable Convertible Preferred Stock | Preferred Stock Series A Convertible Preferred Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive loss | Total |
Balance, beginning of period at Dec. 31, 2020 | $ 11,500 | $ 30,107 | $ 27,500 | |||||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 13,715,330 | 26,732,361 | 16,390,217 | |||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Accrued dividends | $ 180 | $ 510 | $ 500 | |||||||
Balance, end of period at Mar. 31, 2021 | $ 11,680 | $ 30,617 | $ 28,000 | |||||||
Balance, end of period (in shares) at Mar. 31, 2021 | 13,715,330 | 26,732,361 | 16,390,217 | |||||||
Balance, beginning of period at Dec. 31, 2020 | $ 1,253 | $ 1 | $ (52,280) | $ (51,026) | ||||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 5,013,333 | 2,563,765 | ||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | $ 44 | 44 | ||||||||
Exercise of stock options (in shares) | 271,334 | |||||||||
Accrued dividends | (298) | (892) | (1,190) | |||||||
Net loss | (8,082) | (8,082) | ||||||||
Stock-based compensation | 254 | 254 | ||||||||
Balance, end of period at Mar. 31, 2021 | $ 1,253 | $ 1 | (61,254) | (60,000) | ||||||
Balance, end of period (in shares) at Mar. 31, 2021 | 5,013,333 | 2,835,099 | ||||||||
Balance, beginning of period at Dec. 31, 2020 | $ 11,500 | $ 30,107 | $ 27,500 | |||||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 13,715,330 | 26,732,361 | 16,390,217 | |||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Accrued dividends | 1,435 | |||||||||
Balance, beginning of period at Dec. 31, 2020 | $ 1,253 | $ 1 | (52,280) | (51,026) | ||||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 5,013,333 | 2,563,765 | ||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Reclassification of warrant liability to equity | 3,219 | |||||||||
Net loss | (25,262) | |||||||||
Balance, end of period at Sep. 30, 2021 | $ 2 | 215,824 | (78,434) | 137,392 | ||||||
Balance, end of period (in shares) at Sep. 30, 2021 | 37,177,371 | |||||||||
Balance, beginning of period at Mar. 31, 2021 | $ 11,680 | $ 30,617 | $ 28,000 | |||||||
Balance, beginning of period (in shares) at Mar. 31, 2021 | 13,715,330 | 26,732,361 | 16,390,217 | |||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Accrued dividends | $ 37 | $ 105 | $ 103 | |||||||
Conversion of preferred stock into common stock in connection with the IPO | $ (11,717) | $ (30,722) | $ (28,103) | |||||||
Conversion of preferred stock into common stock in connection with the IPO (in shares) | (13,715,330) | (26,732,361) | (16,390,217) | |||||||
Balance, beginning of period at Mar. 31, 2021 | $ 1,253 | $ 1 | (61,254) | (60,000) | ||||||
Balance, beginning of period (in shares) at Mar. 31, 2021 | 5,013,333 | 2,835,099 | ||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Class B shares | $ 1 | $ (1) | ||||||||
Conversion of Class B shares (in shares) | 2,835,099 | (2,835,099) | ||||||||
Exercise of stock options | 99 | 99 | ||||||||
Exercise of stock options (in shares) | 189,175 | |||||||||
Accrued dividends | (245) | (245) | ||||||||
Initial public offering of common stock | 138,553 | 138,553 | ||||||||
Initial public offering of common stock (in shares) | 7,567,000 | |||||||||
Conversion of preferred stock into common stock in connection with the IPO | $ (1,253) | $ 1 | 71,794 | 70,542 | ||||||
Conversion of preferred stock into common stock in connection with the IPO (in shares) | (5,013,333) | 26,545,579 | ||||||||
Reclassification of warrant liability to equity | 3,219 | 3,219 | ||||||||
Net loss | (5,563) | (5,563) | ||||||||
Stock-based compensation | 1,216 | 1,216 | ||||||||
Balance, end of period at Jun. 30, 2021 | $ 2 | 214,636 | (66,817) | 147,821 | ||||||
Balance, end of period (in shares) at Jun. 30, 2021 | 37,136,853 | |||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 30 | 30 | ||||||||
Exercise of stock options (in shares) | 40,518 | |||||||||
Net loss | (11,617) | (11,617) | ||||||||
Stock-based compensation | 1,158 | 1,158 | ||||||||
Balance, end of period at Sep. 30, 2021 | $ 2 | 215,824 | (78,434) | 137,392 | ||||||
Balance, end of period (in shares) at Sep. 30, 2021 | 37,177,371 | |||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 2 | 217,456 | (96,107) | 121,351 | ||||||
Balance, beginning of period (in shares) at Dec. 31, 2021 | 37,424,101 | |||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 55 | 55 | ||||||||
Exercise of stock options (in shares) | 78,257 | |||||||||
Net loss | (16,399) | (16,399) | ||||||||
Stock-based compensation | 1,545 | 1,545 | ||||||||
Balance, end of period at Mar. 31, 2022 | $ 2 | 219,056 | (112,506) | 106,552 | ||||||
Balance, end of period (in shares) at Mar. 31, 2022 | 37,502,358 | |||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 2 | 217,456 | (96,107) | 121,351 | ||||||
Balance, beginning of period (in shares) at Dec. 31, 2021 | 37,424,101 | |||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (51,766) | |||||||||
Other comprehensive income (loss) | (66) | |||||||||
Balance, end of period at Sep. 30, 2022 | $ 2 | 223,025 | (147,873) | $ (66) | 75,088 | |||||
Balance, end of period (in shares) at Sep. 30, 2022 | 37,947,853 | |||||||||
Balance, beginning of period at Mar. 31, 2022 | $ 2 | 219,056 | (112,506) | 106,552 | ||||||
Balance, beginning of period (in shares) at Mar. 31, 2022 | 37,502,358 | |||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 164 | 164 | ||||||||
Exercise of stock options (in shares) | 264,297 | |||||||||
Net loss | (17,495) | (17,495) | ||||||||
Other comprehensive income (loss) | (92) | (92) | ||||||||
Stock-based compensation | 1,721 | 1,721 | ||||||||
Balance, end of period at Jun. 30, 2022 | $ 2 | 220,941 | (130,001) | (92) | 90,850 | |||||
Balance, end of period (in shares) at Jun. 30, 2022 | 37,766,655 | |||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | 40 | 40 | ||||||||
Exercise of stock options (in shares) | 63,102 | |||||||||
Exercise of stock warrant (in shares) | 118,096 | |||||||||
Net loss | (17,872) | (17,872) | ||||||||
Other comprehensive income (loss) | 26 | 26 | ||||||||
Stock-based compensation | 2,044 | 2,044 | ||||||||
Balance, end of period at Sep. 30, 2022 | $ 2 | $ 223,025 | $ (147,873) | $ (66) | $ 75,088 | |||||
Balance, end of period (in shares) at Sep. 30, 2022 | 37,947,853 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (51,766) | $ (25,262) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,248 | 3,418 |
Non-cash interest expense | 381 | 319 |
Stock-based compensation expense | 5,310 | 2,628 |
Deferred taxes | 99 | (36) |
Change in fair value of contingent consideration | (599) | 1,050 |
Net accretion of marketable securities | (160) | |
Change in fair value of warrant liability | 2,728 | |
Loss on sale of property and equipment | 82 | |
Loss (gain) on extinguishment of debt | (2,476) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 764 | (3,135) |
Prepaid expenses and other assets | (255) | (9,017) |
Inventories, net | (3,976) | (2,272) |
Accounts payable | (1,263) | (1,003) |
Accrued expenses and other liabilities | 1,107 | 2,206 |
Deferred revenue | 1,539 | 638 |
Net cash used in operating activities | (43,489) | (30,214) |
Investing activities | ||
Purchases of property and equipment | (6,491) | (3,729) |
Proceeds from sale of property and equipment | 55 | |
Purchase of marketable securities | (40,774) | |
Maturities of marketable securities | 11,000 | |
Net cash used in investing activities | (36,210) | (3,729) |
Financing activities | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 138,553 | |
Proceeds from stock option exercises | 259 | 173 |
Proceeds from debt | 20,000 | |
Payments of debt issuance costs | (138) | |
Principal payments on capital leases | (250) | |
Principal payments on financing leases | (458) | |
Payments of contingent consideration | (1,207) | (1,590) |
Net cash provided by financing activities | 18,456 | 136,886 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (61,243) | 102,943 |
Cash, cash equivalents, and restricted cash at beginning of period | 113,381 | 17,508 |
Cash, cash equivalents, and restricted cash at end of period | 52,138 | 120,451 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 2,189 | 1,942 |
Supplemental disclosures of non-cash activities | ||
Purchases of property and equipment included in accounts payable and accrued expenses | $ 352 | 438 |
Accretion of dividends on Series B, C, and D Preferred Stock | 1,435 | |
Conversion of convertible preferred stock into common stock upon completion of initial public offering | 71,795 | |
Reclassification of warrant liability to equity | $ 3,219 |
The company and basis of presen
The company and basis of presentation | 9 Months Ended |
Sep. 30, 2022 | |
The company and basis of presentation | |
The company and basis of presentation | (1) The company and basis of presentation Description of business Akoya Biosciences, Inc. (“Akoya” or the “Company”) is a life sciences technology company, founded on November 13, 2015 as a Delaware corporation with operations based in Marlborough, Massachusetts and Menlo Park, California, delivering spatial biology solutions focused on transforming discovery and clinical research. Spatial biology refers to an evolving technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single cell resolution, enabling advancements in their understanding of disease progression and patient response to therapy. Through Akoya’s PhenoCycler ™ ® ) ™ (formerly ™) On September 28, 2018, the Company acquired the commercial QPS division of PerkinElmer, Inc. (“PKI”) for multiplex immunofluorescence, with the aim of providing consumers with a full suite of end-to-end solutions for high parameter tissue analysis. The QPS technology offers pathology solutions for cancer immunology and immunotherapy research, including advanced multiplex immunochemistry staining kits, multispectral imaging and whole side scanning instruments, and image analysis software. The Company’s combined portfolio of complementary technologies aims to fuel groundbreaking advancements in cancer immunology, immunotherapy, neurology and a wide range of other applications. The Company sells into three main regions across the world: North America, Asia-Pacific (“APAC”), and Europe-Middle East-Africa (“EMEA”). On April 8, 2021, the Board of Directors of the Company (the “Board”) approved a 1-for-2.33 reverse stock split of its issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock, which was effected on April 9, 2021. The par value of the authorized stock was not adjusted as a result of the reverse stock split. Other than the par value, all issued and outstanding shares of common stock and related per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split and adjustment of the Preferred Stock conversion ratios. In April 2021, the Company completed the initial public offering of its common stock (the “IPO”). In the IPO, the Company issued and sold 7,567,000 shares of its common stock at a price to the public of $20.00 per share, including the exercise by the underwriters of their option to purchase an additional 987,000 shares. The Company received $138.6 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses. Immediately prior to completing the IPO, all preferred stock converted into 26,545,579 shares of common stock, and all outstanding shares of the Company’s Class B common stock converted on a 1 for 1 basis into 2,835,099 shares of the Company’s Class A common stock. On April 20, 2021, in connection with the closing of the IPO, the Company’s amended and restated certificate of incorporation, as filed with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws became effective. Refer to Note 9 for further details. Principles of consolidation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Akoya Biosciences UK Ltd. (“Akoya UK”). All intercompany balances and transactions have been eliminated in consolidation. Unaudited interim financial information The accompanying consolidated balance sheet as of September 30, 2022, the consolidated statements of operations, the consolidated statements of comprehensive loss, and the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2022 and 2021, and the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022, the results of its operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2021 are also unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the SEC on March 15, 2022. Liquidity and going concern At September 30, 2022, the Company had cash, cash equivalents, and marketable securities of $81,704 and an accumulated deficit of $147,873. The future success of the Company is dependent on its ability to successfully commercialize its products, successfully launch future products, obtain additional capital and ultimately attain profitable operations. The Company has funded its operations primarily through its preferred stock issuances, debt financing arrangements, and the IPO. The Company is subject to a number of risks similar to other newly commercial life sciences companies, including, but not limited to, development and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional capital. The Company has incurred losses since its inception and has used cash from operations of $43,489 during the nine months ended September 30, 2022. However, the Company believes that its existing cash, cash equivalents, and marketable securities will be adequate to satisfy our current operating plans for at least the next twelve months from the issuance of these financial statements. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of significant accounting policies | (2) Summary of significant accounting policies Significant accounting policies The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “Commission”) and have not materially changed during the nine months ended September 30, 2022, with the exception of the adoption of the FASB’s ASU 2016-02, Leases (Topic 842) in the first quarter of 2022. Refer below to “Recently adopted accounting standards” for further information. Revenue recognition The Company follows ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale and installation of instruments, related warranty services, reagents and software (both company-owned and with third parties). Pursuant to ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of Topic 606, the Company performs the following five steps: (i) identification of the customer contract; (ii) identification of the performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company evaluates all promised goods and services within a customer contract and determines which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. Most of the Company’s contracts with customers contain multiple performance obligations (i.e., sale of an instrument and warranty services). For these contracts, the Company accounts for individual performance obligations separately if they are distinct (i.e. capable of being distinct and separable from other promises in the contract). The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. Product Revenue Product revenue is generated by the sale of instruments and consumable reagents predominantly through the Company’s direct sales force in the United States and in geographic regions outside the United States such as APAC and EMEA. The Company does not offer product return or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers. When an instrument is purchased by a customer, the Company recognizes revenue when the related performance obligation is satisfied (i.e. when the control of an instrument has passed to the customer). Revenue from the sale of consumables is recognized upon shipment to the customer. The Company’s perpetual software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. The Company’s perpetual software licenses are considered distinct performance obligations, and revenue allocated to the software license is typically recognized upon provision of the license/software code to the customer (i.e., when the software is available for access and download by the customer). Service and Other Revenue Product sales of instruments include a service-based warranty typically for one year one-year In June 2022, the Company entered into a Companion Diagnostic Agreement with Acrivon Therapeutics, Inc. (the “Acrivon Agreement”) to co-develop, validate, and commercialize Acrivon’s OncoSignature® test. The Company will be paid through an upfront payment and at the achievement of certain developmental, commercial, and FDA milestones during the development, that could aggregate to low double digit million dollars. The Acrivon Agreement is in the scope of ASC 606, Revenue from Contracts with Customers The costs incurred by the Company under this arrangement are included as research and development expenses in the Company’s Consolidated Statements of Operations as these costs are related to the development of new services and technology to be owned and offered by the Company. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products, and between service and other revenue, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates the Company’s revenue by major source: Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue Product revenue Instruments $ 9,514 $ 7,099 $ 27,498 $ 20,195 Consumables 4,724 3,430 13,847 10,283 Standalone software products 200 345 597 1,078 Total product revenue $ 14,438 $ 10,874 $ 41,942 $ 31,556 Service and other revenue $ 4,414 $ 2,602 $ 11,698 $ 7,203 Total revenue $ 18,852 $ 13,476 $ 53,640 $ 38,759 Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation in the contract (i.e. instrument, service warranty, installation) would be sold separately. As the first-year warranty for each instrument is embedded in the instrument price, the amount allocated to the first-year warranty has been determined based on the separately identifiable price of the Company’s extended warranty offering when it is sold on a renewal basis. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and the expected costs and margin related to the performance obligations. Contracts in which only one performance obligation is identified (i.e., consumables and standalone software products) do not require allocation of the transaction price. Contract Assets and Liabilities The Company did not record any contract assets at September 30, 2022 or December 31, 2021. The Company’s contract liabilities consist of upfront payments for service-based warranties on instrument sales. The Company classifies these contract liabilities in deferred revenue as current or noncurrent based on the timing of when the Company expects to service the warranty. Cost to Obtain and Fulfill a Contract Under ASC 606, the Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates, compared to previously being expensed as incurred. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. Capitalizable costs to obtain contracts, such as commissions, and costs to fulfill customer contracts were determined to be immaterial for the nine months ended September 30, 2022 and 2021. Stock-based compensation The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally four years. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company-specific historical and implied volatility, the Company bases its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of common stock; therefore, the expected dividend yield is assumed to be zero. For restricted stock units (“RSUs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. The Company has elected to account for forfeitures as they occur; any compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition will be reversed in the period of the forfeiture. Refer to Note 10 for further details on the Company’s stock-based compensation plans. Net loss per share attributable to common stockholders Basic and diluted net loss per common share outstanding is determined by dividing net loss, as adjusted for accretion and accrued dividends on redeemable convertible preferred stock, by the weighted average common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. In computing diluted net loss per share, the Company utilizes the treasury stock method. The Company applies the two-class method to compute basic and diluted net loss or income per share when it has issued shares that meet the def i Comprehensive loss Components of comprehensive loss, including net loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and other comprehensive loss are reported net of any related tax effect to arrive at comprehensive loss. Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders which for the three and nine months ended September 30, 2022 consist of unrealized loss on marketable securities. Marketable securities Marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. Short-term marketable securities mature within one year from the balance sheet date while long-term marketable securities mature after one year. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reflected as a component of other expense. Interest on securities sold is determined based on the specific identification method and reflected as interest income. Any realized gains or losses on the sale of investment are reflected as realized (loss) gain on investments. Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases Targeted Improvements to ASC 842 On January 1, 2022, the Company adopted ASU No. 2016-02, Leases , The Company elected the following practical expedients for all lease asset classes, which must be elected as a package and applied consistently to all of its leases at the transition date: i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases; and iii) the Company did not reassess initial direct costs for any existing leases. Refer to Note 17 “Leases” for the adoption impact to our consolidated balance sheet. Recently issued but not yet adopted accounting standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment amounts. ASU 2017-04 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2017-04 may have on its consolidated financial statements and related disclosures. |
Significant risks and uncertain
Significant risks and uncertainties including business and credit concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Significant risks and uncertainties including business and credit concentrations | |
Significant risks and uncertainties including business and credit concentrations | (3) Significant risks and uncertainties including business and credit concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and receivables. The Company’s cash equivalents are held by large, credit worthy financial institutions. Marketable securities consist of short-term investments. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these banks may exceed the amounts of insurance provided on such deposits. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs periodic credit evaluations of its customers and generally does not require collateral. Accounts receivable are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts and the aging of the related invoices and represents the Company’s best estimate of probable credit losses in its existing accounts receivable. The Company had an allowance for doubtful accounts of $45 and $45 at September 30, 2022 and December 31, 2021, respectively. For the three months ended September 30, 2022, no customers accounted for more than 10% of revenue. For the nine months ended September 30, 2022, no customers accounted for more than 10% of revenue. For the three months ended September 30, 2021, one customer accounted for 11% of revenue. For the nine months ended September 30, 2021, one customer accounted for 10% of revenue. As of September 30, 2022, no customers accounted for more than 10% of accounts receivable. As of December 31, 2021, no customers accounted for more than 10% of accounts receivable. |
Fair value of financial instrum
Fair value of financial instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair value of financial instruments | |
Fair value of financial instruments | (4) Fair value of financial instruments The Company measures the following financial liabilities at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during any of the periods presented. The following tables set forth the Company’s financial assets and liabilities carried at fair value categorized using the lowest level of input applicable to each financial instrument as of September 30, 2022 and December 31, 2021: Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable September 30, Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 51,836 $ 51,578 $ 258 $ — U.S. Treasury securities 29,868 — 29,868 — Total Assets $ 81,704 $ 51,578 $ 30,126 $ — Liabilities: Contingent consideration – Long term portion $ 5,956 $ — $ — $ 5,956 Total Liabilities $ 5,956 $ — $ — $ 5,956 Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Contingent consideration – Long term portion $ 7,850 $ — $ — $ 7,850 Total Liabilities $ 7,850 $ — $ — $ 7,850 The following is a summary of cash, cash equivalents and marketable securities: September 30, 2022 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash and cash equivalents $ 51,836 $ — $ — $ 51,836 Marketable securities: U.S. Treasury securities due in one year or less 29,934 — (66) 29,868 Total marketable securities 29,934 — (66) 29,868 Total cash, cash equivalents, and marketable securities $ 81,770 $ — $ (66) $ 81,704 The Company held 12 debt securities at September 30, 2022 classified as marketable securities with original maturity dates greater than three months that were in an unrealized loss position for less than twelve months. The fair value of these securities was $29,868. The Company evaluated its securities for other-than-temporary impairments based on quantitative and qualitative factors. The Company considered the decline in market value for these securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell these securities, and the Company does not intend to sell these securities before the recovery of their amortized cost basis. Based on its analysis, the Company does not consider these investments to be other-than-temporarily impaired as of September 30, 2022. The Company had no material realized gains or losses on our available-for-sale securities for the three and nine months ended September 30, 2022. There were no other-than-temporary impairments recognized for the three and nine months ended September 30, 2022. The Company’s recurring fair value measurements using Level 3 inputs relate to the Company’s contingent consideration liability and warrant liability. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through changes in fair value of contingent consideration on the Company’s consolidated statements of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue. In September 2019, the Company entered into a Loan and Security Agreement with Innovatus Life Sciences Lending Fund I, LP (“Innovatus”), under which Innovatus agreed to make a term loan to the Company in an aggregate principal amount of $25,000 (the “Innovatus Term Loan”). In connection with the Loan and Security Agreement, the Company also issued the lender a warrant to purchase 368,779 additional shares of Series D Preferred Stock, at a purchase price of $1.53 per share. The expiration date of the warrant is September 27, 2029. The holder may at any time and from time to time exercise this warrant, in whole or in part, and on any exercise of the warrant, the holder may elect to receive shares equal to the full value of the warrant or a portion of its full value. Prior to the IPO, since the underlying Series D redeemable convertible preferred stock was classified outside of permanent equity, the preferred stock warrant was classified as other long-term liabilities in the accompanying balance sheet. The preferred stock warrant liability was recorded at fair value utilizing the Black-Scholes model. The Black Scholes option pricing model is based on the estimated market value of the underlying redeemable convertible preferred stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying redeemable convertible preferred stock. The Company adjusted the carrying value of the preferred stock warrant to its estimated fair value at each reporting date, with any related increase or decrease in the fair value recorded as an increase or decrease to other income (expense) in the statements of operations. In connection with the IPO, the preferred stock warrant was converted to a warrant to purchase shares of the Company’s common stock, pursuant to its preexisting terms. As such, the Company assessed the classification of the common stock warrant and determined it met the criteria to be classified within stockholders’ equity. Accordingly, the fair value of the warrant liability was reclassified to stockholders’ equity. In the third quarter of 2022, Innovatus exercised its warrant to purchase the Company’s common stock. Changes in the fair value of the Company’s long-term portion of the contingent consideration liability during the nine months ended September 30, 2022 and 2021 were as follows: Balance as of December 31, 2021 $ 7,850 Reclassification of FY 2022 payment to accrued expenses (1,295) Change in contingent consideration value (599) Balance as of September 30, 2022 $ 5,956 Balance as of December 31, 2020 $ 6,984 Reclassification of FY 2021 payment to accrued expenses (1,210) Change in contingent consideration value 1,050 Balance as of September 30, 2021 $ 6,824 The recurring Level 3 fair value measurements of the Company’s contingent consideration liability include the following significant unobservable inputs: Fair Value as of September 30, Valuation Unobservable Contingent Consideration Liability 2022 Technique Inputs Revenue-based Payments $ 5,956 Discounted Cash Flow Analysis under the Income Approach Revenue discount factor, discount rate Changes in the fair value of the Company’s warrant liability during the nine months ended September 30, 2021 were as follows: Balance as of December 31, 2020 $ 490 Change in fair value of warrant liability 2,728 Reclassification of warrant liability to stockholders’ equity (3,218) Balance as of September 30, 2021 $ — |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property and equipment, net | |
Property and equipment, net | (5) Property and equipment, net Property and equipment consists of the following: Estimated Useful September 30, December 31, Life (Years) 2022 2021 Furniture and fixtures 7 $ 494 $ 488 Computers, laptop and peripherals 5 4,574 3,590 Laboratory equipment 5 7,056 5,906 Leasehold improvements Shorter of the lease life or 7 3,937 1,571 Total property and equipment 16,061 11,555 Less: Accumulated depreciation (5,569) (4,068) Property and equipment, net $ 10,492 $ 7,487 Depreciation expense of $699 and $1,681 relating to property and equipment was charged to operations for the three and nine months ended September 30, 2022, respectively. Depreciation expense of $462 and $1,277 relating to property and equipment was charged to operations for the three and nine months ended September 30, 2021, respectively. Depreciation expense of $38 and $168 relating to property and equipment was charged to cost of sales for the three and nine months ended September 30, 2022, respectively. Depreciation expense of $0 relating to property and equipment was charged to cost of sales for the three and nine months ended September 30, 2021. Demo inventory consists of the following: Estimated September 30, December 31, Life (Years) 2022 2021 Demo inventory – gross 3 $ 4,179 $ 3,733 Less: Accumulated depreciation (2,115) (1,185) Demo inventory, net $ 2,064 $ 2,548 Depreciation expense of $314 and $959 relating to demo equipment was charged to operations for the three and nine months ended September 30, 2022, respectively. Depreciation expense of $261 and $513 relating to demo equipment was charged to operations for the three and nine months ended September 30, 2021, respectively. |
Intangible assets and goodwill
Intangible assets and goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Intangible assets and goodwill | |
Intangible assets and goodwill | (6) Intangible assets and goodwill Intangible assets as of September 30, 2022 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (3,151) $ 8,649 15 Developed technology 8,300 (2,771) 5,529 12 Licenses 213 (33) 180 15 Trade names and trademarks 6,300 (2,343) 3,957 12 Capitalized software 2,349 (222) 2,127 5 Non-compete agreements 300 (300) — 4 Total intangible assets $ 29,262 $ (8,820) $ 20,442 Intangible assets as of December 31, 2021 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (2,561) $ 9,239 15 Developed technology 8,300 (2,252) 6,048 12 Licenses 63 (25) 38 15 Trade names and trademarks 6,300 (1,722) 4,578 12 Capitalized software 1,259 (68) 1,191 5 Non-compete agreements 300 (244) 56 4 Total intangible assets $ 28,022 $ (6,872) $ 21,150 Total amortization expense charged to operations for the three and nine months ended September 30, 2022 was $681 and $1,948, respectively. Total amortization expense charged to cost of sales for the three and nine months ended September 30, 2022 was $0. Total amortization expense charged to operations for the three and nine months ended September 30, 2021 was $521 and $1,562, respectively. Total amortization expense charged to cost of sales for the three and nine months ended September 30, 2021 was $0 and $66, respectively. As of September 30, 2022, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows: 2022 remaining $ 685 2023 2,772 2024 2,772 2025 2,772 2026 2,737 Thereafter 8,704 Total $ 20,442 As of September 30, 2022 and December 31, 2021, the goodwill balance is $18,262. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | (7) Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2022 2021 Payroll and compensation $ 6,359 $ 6,502 Current portion of contingent consideration 1,295 1,207 Inventory purchases 86 1,877 Other accrued expenses 6,297 3,905 Total accrued expenses and other current liabilities $ 14,037 $ 13,491 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure | |
Debt | (8) Debt Term Loan Agreements In October 2020, the Company entered into a debt financing arrangement with Midcap Financial Trust (the “Midcap Trust Term Loan”), for a $37,500 credit facility, consisting of a senior, secured term loan. The Company received $32,500 in aggregate proceeds as a result of the debt financing. The term of the Midcap Trust Term Loan is interest only for 36 months followed by 24 months of straight-line amortization. Interest on the outstanding balance of the Midcap Trust Term Loan shall be payable monthly in arrears at an annual rate of one-month LIBOR plus 6.35%, subject to a LIBOR floor of 1.50%. At the time of final payment under the Midcap Trust Term Loan, the Company is required to pay Midcap Financial Trust a final payment fee of 5.00% of the amount borrowed under the Midcap Trust Term Loan. If the Midcap Trust Term Loan is prepaid prior to the end of the term, the Company shall pay to Midcap Financial Trust a fee as compensation for the costs of being prepared to make funds available in an amount determined by multiplying the amount being prepaid by (i) three percent (3.00%) in the first year, two percent, (2.00%) in the second year and one percent (1.00%) in the third year and thereafter. On March 21, 2022, the Company entered into Amendment No. 1 to the Midcap Trust Term Loan, which amended certain provisions to permit certain additional debt and capital leases. On June 1, 2022, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Midcap Trust Term Loan, which permitted the draw of a second tranche of $10,000, which was drawn on June 1, 2022. Additionally, the amendment provides the Company with a new third tranche pursuant to which the Company may draw $10,000 any time after September 30, 2022 until September 30, 2023. The amendment also delayed the amortization start dates for the outstanding loan amounts from November 1, 2023 until April 1, 2025, at which point the Company will repay the principal amounts in seven equal monthly installments until the maturity date. Finally, Amendment No. 2 amended the interest rate payable on the term loan to apply an interest rate equal to the Secured Overnight Financing Rate (“SOFR”) rate (with a floor of 1.61448%) plus 6.35%. Substantially all other terms and conditions, and covenants of the credit agreement remain unchanged. In connection with Amendment No. 2, the Company agreed to pay a $75 commitment fee as well as a 0.25% fee upon the funding of each of the second tranche and third tranche amounts. The Company accounted for Amendment No. 2 as a modification pursuant to ASC 470-50. On September 30, 2022, the Company drew the third tranche of $10,000 related to Amendment No. 2. The interest rate was 8.98% at September 30, 2022. A final payment fee of $2,125 is due upon the earlier to occur of the maturity date or prepayment of such borrowings. For the three and nine months ended September 30, 2022, the Company recorded $119 and $292, respectively, related to the amortization of the final payment fee associated with the Midcap Trust Term Loan. For the three and nine months ended September 30, 2021, the Company recorded $82 and $243, respectively, related to the amortization of the final payment fee associated with the Midcap Trust Term Loan. Debt consists of the following: September 30, December 31, 2022 2021 Midcap Trust Term Loan $ 52,500 $ 32,500 Unamortized debt discount (462) (413) Accretion of final fee 676 384 Long-term debt, net $ 52,714 $ 32,471 As of September 30, 2022, future principal payments due under the Midcap Trust Term Loan, excluding the $2,125 final payment fee, are as follows: Midcap Trust Year Ended: Term Loan December 31, 2022 $ — December 31, 2023 — December 31, 2024 — December 31, 2025 52,500 Total minimum principal payments $ 52,500 |
Stockholder's equity (deficit)
Stockholder's equity (deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholder's equity (deficit) | |
Stockholder's equity (deficit) | (9) Stockholder’s equity (deficit) The Company’s Amended and Restated Certificate of Incorporation authorizes it to issue 500,000,000 shares of common stock, $0.00001 par value per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. Each share of Class A common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board, subject to the prior rights of holders of all classes of stock outstanding. As of September 30, 2022 and December 31, 2021, a total of 37,947,853 and 37,424,101 shares of common stock were issued outstanding |
Stock compensation plans
Stock compensation plans | 9 Months Ended |
Sep. 30, 2022 | |
Stock compensation plans | |
Stock compensation plans | (10) Stock compensation plans 2021 Equity Incentive Plan On March 24, 2021, the Board and on April 8, 2021, its stockholders approved and adopted the 2021 Equity Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective immediately prior to the closing of the IPO. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company. A total of 1,727,953 shares of common stock were approved to be initially reserved for issuance under the 2021 Plan. The number of shares under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) subject to outstanding awards as of the effective date of the 2021 Plan that are subsequently canceled, forfeited or repurchased by the Company were added to the shares reserved under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2021 Plan, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. 2015 Equity Incentive Plan The 2015 Plan was established for granting stock incentive awards to directors, officers, employees and consultants to the Company. The 2015 Plan provided for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units as determined by the Board. Under the 2015 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined by the Board, expired no later than 10 years from the date of grant, and vested over various periods not exceeding four years. While no shares are available for future issuance under the 2015 Plan, it continues to govern outstanding equity awards granted thereunder. Stock Options During the nine months ended September 30, 2022 and 2021, the Company granted options with an aggregate fair value of $9,465 and $17,196, respectively, which are being recorded as compensation expense over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), volatility of the Company’s common stock and an assumed-risk-free interest rate. Expected Volatility. Expected Term. Risk-Free Interest Rate. Dividend Yield During the nine months ended September 30, 2022, the Company granted options to purchase 1,779,228 shares of common stock at a weighted average fair value of $5.32 per share and a weighted average exercise price of $10.61 per share. During the nine months ended September 30, 2021, the Company granted options to purchase 2,228,460 shares of common stock at a weighted average fair value of $7.72 per share and a weighted average exercise price of $15.52 per share. For the three and nine months ended September 30, 2022 and 2021, the fair values were estimated using the Black-Scholes valuation model using the following weighted-average assumptions: Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Weighted-average risk-free interest rate 3.4 % 0.9 % 2.7 % 1.0 % Expected dividend yield 0 % 0 % 0 % 0 % Expected volatility 51.6 % 51.1 % 53.3 % 50.5 % Expected term 6.0 years 6.0 years 6.3 years 6.0 years Restricted Stock Units During the nine months ended September 30, 2022, the Company granted RSUs to employees with an aggregate fair value of $3,865, which are being recorded as compensation expense over the requisite service period. The fair value of each grant is calculated based on the Company’s stock price on the date of grant. During the nine months ended September 30, 2022, the Company granted 360,375 shares of restricted common stock at a weighted average fair value of $10.72 per share. Stock-Based Compensation Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cost of goods sold $ 53 $ 36 $ 160 $ 83 Selling, general and administrative 1,643 960 4,246 2,233 Research and development 348 162 904 312 Total stock-based compensation $ 2,044 $ 1,158 $ 5,310 $ 2,628 As of September 30, 2022, and 2021, there was $18,560 and $14,430, respectively, of total unrecognized compensation cost related to non-vested stock options. The Company expects to recognize that cost over a remaining weighted-average period of 2.9 and 3.4 years as of September 30, 2022 and 2021, respectively. As of September 30, 2022 there was $3,396 of total unrecognized compensation cost related to non-vested RSUs. The Company expects to recognize that cost over a remaining weighted-average period of 3.6 years as of September 30, 2022. |
Employee stock purchase plan
Employee stock purchase plan | 9 Months Ended |
Sep. 30, 2022 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |
Employee stock purchase plan | (10) Stock compensation plans 2021 Equity Incentive Plan On March 24, 2021, the Board and on April 8, 2021, its stockholders approved and adopted the 2021 Equity Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective immediately prior to the closing of the IPO. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company. A total of 1,727,953 shares of common stock were approved to be initially reserved for issuance under the 2021 Plan. The number of shares under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) subject to outstanding awards as of the effective date of the 2021 Plan that are subsequently canceled, forfeited or repurchased by the Company were added to the shares reserved under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2021 Plan, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. 2015 Equity Incentive Plan The 2015 Plan was established for granting stock incentive awards to directors, officers, employees and consultants to the Company. The 2015 Plan provided for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units as determined by the Board. Under the 2015 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined by the Board, expired no later than 10 years from the date of grant, and vested over various periods not exceeding four years. While no shares are available for future issuance under the 2015 Plan, it continues to govern outstanding equity awards granted thereunder. Stock Options During the nine months ended September 30, 2022 and 2021, the Company granted options with an aggregate fair value of $9,465 and $17,196, respectively, which are being recorded as compensation expense over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), volatility of the Company’s common stock and an assumed-risk-free interest rate. Expected Volatility. Expected Term. Risk-Free Interest Rate. Dividend Yield During the nine months ended September 30, 2022, the Company granted options to purchase 1,779,228 shares of common stock at a weighted average fair value of $5.32 per share and a weighted average exercise price of $10.61 per share. During the nine months ended September 30, 2021, the Company granted options to purchase 2,228,460 shares of common stock at a weighted average fair value of $7.72 per share and a weighted average exercise price of $15.52 per share. For the three and nine months ended September 30, 2022 and 2021, the fair values were estimated using the Black-Scholes valuation model using the following weighted-average assumptions: Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Weighted-average risk-free interest rate 3.4 % 0.9 % 2.7 % 1.0 % Expected dividend yield 0 % 0 % 0 % 0 % Expected volatility 51.6 % 51.1 % 53.3 % 50.5 % Expected term 6.0 years 6.0 years 6.3 years 6.0 years Restricted Stock Units During the nine months ended September 30, 2022, the Company granted RSUs to employees with an aggregate fair value of $3,865, which are being recorded as compensation expense over the requisite service period. The fair value of each grant is calculated based on the Company’s stock price on the date of grant. During the nine months ended September 30, 2022, the Company granted 360,375 shares of restricted common stock at a weighted average fair value of $10.72 per share. Stock-Based Compensation Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cost of goods sold $ 53 $ 36 $ 160 $ 83 Selling, general and administrative 1,643 960 4,246 2,233 Research and development 348 162 904 312 Total stock-based compensation $ 2,044 $ 1,158 $ 5,310 $ 2,628 As of September 30, 2022, and 2021, there was $18,560 and $14,430, respectively, of total unrecognized compensation cost related to non-vested stock options. The Company expects to recognize that cost over a remaining weighted-average period of 2.9 and 3.4 years as of September 30, 2022 and 2021, respectively. As of September 30, 2022 there was $3,396 of total unrecognized compensation cost related to non-vested RSUs. The Company expects to recognize that cost over a remaining weighted-average period of 3.6 years as of September 30, 2022. |
ESPP | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |
Employee stock purchase plan | (11) Employee stock purchase plan On March 24, 2021, the Board and on April 8, 2021, its stockholders approved and adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective in connection with the closing of the Company’s IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. A total of 172,795 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 0.5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. No shares have been issued under the ESPP at September 30, 2022. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income taxes | |
Income taxes | (12) Income taxes During the three and nine months ended September 30, 2022 and 2021, the Company recorded a tax (provision) benefit of ($21), ($149), $11, and $23, respectively. The tax benefit and provision consist primarily of foreign income taxes and state taxes in the United States. The provision differs from the U.S. federal statutory rate of 21% primarily due to the full valuation allowance recorded against the U.S. deferred tax assets, including the current year to date losses. The Company maintains a valuation allowance against its U.S. deferred tax assets as the Company believes it is more likely than not the deferred tax assets will not be realized. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act included several provisions that provide economic relief for individuals and businesses. The CARES Act, among other things, included tax provisions relating to refundable payroll tax credits, the deferral of employer’s social security payments, and modifications to net operating loss carryback provisions. On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”), which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021, was signed into law and provided further COVID-19 economic relief with an expansion of the employee retention credit. In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized and the credit reduces salaries and wages. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned. For the nine months ended September 30, 2021, we determined that we qualify for the employee retention credit as it relates to wages paid during the twelve months ended December 31, 2020, as well as wages paid during the first, second, and third fiscal quarters of 2021. As a result, we recorded a net benefit of $4,321 related to the employee retention credit as a reduction to payroll expense for the nine months ended September 30, 2021 and recorded a gross receivable of $5,093 within Prepaid expenses and other current assets as of September 30, 2021. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | (13) Commitments and contingencies License Agreements In September 2018, in connection with the acquisition of the QPS division of PKI, the Company entered into a License Agreement with PKI, pursuant to which PKI granted the Company an exclusive, nontransferable, sublicensable license under certain patent rights to make, use, import and commercialize QPS products and services. The Company is required to pay royalties on net sales of products and services that are covered by patent rights under the agreement at a rate ranging from 1.0% to 7.0%. The Company recorded approximately $1,295 and $1,207 of accrued royalties in connection with this agreement as of September 30, 2022 and December 31, 2021, respectively, payable in the first quarter of 2023 and 2022, respectively. Research Agreements In 2019, the Company entered into a research arrangement with an unrelated third party. Under this arrangement, the Company is obligated to pay such third party $415 and $120 in 2022 and 2023, respectively. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | (14) Net loss per share attributable to common stockholders Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards. Awards granted with performance conditions are excluded from the shares used to compute diluted earnings per share until the performance conditions associated with the awards are met. The following table sets forth the computation of basic and diluted earnings per common share: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net loss $ (17,872) $ (11,617) $ (51,766) $ (25,262) Dividends accrued on redeemable convertible preferred stock — — — (1,435) Accretion of redeemable convertible preferred stock — — — (296) Adjusted net loss attributable to common stockholders $ (17,872) $ (11,617) $ (51,766) $ (26,993) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 37,900,821 37,162,489 37,660,814 23,407,358 Basic and diluted net loss per common share outstanding $ (0.47) $ (0.31) $ (1.37) $ (1.15) The Company’s potential dilutive securities, which include stock options, unvested restricted stock units, convertible preferred stock, and the outstanding warrant, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Nine months ended September 30, 2022 2021 Outstanding stock options 6,631,690 5,450,055 Unvested restricted stock units 349,900 — Warrant to purchase common stock — 158,274 Total 6,981,590 5,608,329 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segments | |
Segments | (15) Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company has one business activity and there are no segment managers who are held accountable for operations. Accordingly, the Company has a single The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 North America $ 10,921 $ 7,394 $ 29,723 $ 19,004 APAC 3,812 2,828 11,592 9,527 EMEA 4,119 3,254 12,325 10,228 Total Revenue $ 18,852 $ 13,476 $ 53,640 $ 38,759 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 North America 58 % 55 % 55 % 49 % APAC 20 % 21 % 22 % 25 % EMEA 22 % 24 % 23 % 26 % Total Revenue 100 % 100 % 100 % 100 % North America includes the United States and related territories, as well as Canada. APAC also includes Australia. For the three months ended September 30, 2022, the Company had two countries outside of the United States with 10% and 10% of total revenue, respectively. For the nine months ended September 30, 2022, the Company had one country outside of the United States with 10% of total revenue. For the three and nine months ended September 30, 2021, the Company had one country outside of the United States with 14% and 16% of total revenue, respectively. As of September 30, 2022 and December 31, 2021, substantially all of the Company’s long-lived assets are located in the United States. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related party transactions | |
Related party transactions | (16) Related party transactions Argonaut Manufacturing Services Inc. (“AMS”) is a portfolio company of Telegraph Hill Partners, which holds greater than 5% of our total outstanding shares. During the three and nine months ended September 30, 2022, the Company incurred costs of goods sold of approximately $1,481 and $3,895, respectively, related to sales of consumables manufactured by AMS. During the three and nine months ended September 30, 2021, the Company incurred costs of goods sold of approximately $868 and $2,594, respectively, related to sales of consumables manufactured by AMS. As of September 30, 2022 and December 31, 2021, $6,827 and $4,263, respectively, is included in inventory related to consumables manufactured by AMS. As of September 30, 2022 and December 31, 2021, the Company had $914 and $1,700 in accounts payable, respectively, due to AMS. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | (17) Leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases Adoption of the new standard resulted in the recording of $10,409 of operating lease right of use assets, $673 of financing lease right of use assets, $2,741 of short-term operating lease liabilities, $272 of short-term financing operating lease liabilities, $7,968 of long-term operating lease liabilities, and $197 of long-term financing lease liabilities. The difference between the operating lease liabilities and operating right of use assets is associated with existing deferred rent under ASC 840. The following table summarizes the amount by which each financial statement line item was affected in the current reporting period due to the adoption of ASC 842 as compared with the guidance that was in effect before the change. December 31, 2021 ASC 842 Adjustment January 1, 2022 Assets Operating lease right of use assets, net $ — $ 10,409 $ 10,409 Financing lease right of use assets, net — 673 673 Property and equipment, net 673 (673) — Total assets $ 190,907 $ 10,409 $ 201,316 Liabilities and stockholders' equity Deferred rent $ 300 $ (300) $ — Current portion of capital lease liabilities 272 (272) — Current portion of operating lease liabilities — 2,741 2,741 Current portion of financing lease liabilities — 272 272 Total current liabilities 27,682 2,441 30,123 Capital lease liabilities, net of current portion 197 (197) — Operating lease liabilities, net of current portion — 7,968 7,968 Financing lease liabilities, net of current portion — 197 197 Total liabilities 69,556 10,409 79,965 Stockholders' equity Total stockholders' equity 121,351 — 121,351 Total liabilities and stockholders' equity $ 190,907 $ 10,409 $ 201,316 The Company considers a lease to be a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company leases office, lab, and warehouse spaces as follows: In July 2019, the Company entered into a seven-year office lease agreement for office and laboratory space in Marlborough, MA. In connection with this agreement, the Company paid a security deposit totaling $450 in the form of a letter of credit. On June 18, 2021, the Company entered into an amendment to reduce its letter of credit to $300. The Company’s letter of credit is recorded as restricted cash in the consolidated balance sheet. In July 2019, the Company signed a seven-year lease agreement for office and laboratory space in Menlo Park, CA. In connection with this agreement, the Company paid a security deposit totaling $181, which is recorded as a component of long-term assets in the consolidated balance sheet; the lease commencement date was May 2020. In July of 2021, the Company signed a 70-month In August 2021, the Company signed a 30-month In March 2022, the Company signed a 96-month lease with Atlantic-Fulcrum Realty LLC for warehouse space in Marlborough, MA. The leased premises ranges from approximately 16,068 rentable square feet to 32,125 rentable square feet during the lease term. The lease commencement date was April 2022. The Company holds various auto leases which have an initial term of 48 months. For the nine months ended September 30, 2022, the Company entered into four financing leases for staining equipment. The Company also holds financing leases for computer equipment, staining equipment, and furniture which the Company was accounting for as capital leases prior to its adoption of ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For these lease agreements, the Company has elected the practical expedient to not separate non-lease and lease components Under Topic 842, lease payments include: fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee; variable lease payments that depend on an index or a rate; exercise price of a purchase option reasonably certain to be exercised; penalties for terminating a lease; and amounts where it is probable that the Company will owe under a residual value guarantee. Refundable deposits are not considered to be a fixed payment. Variable lease costs that are not based on an index or a rate are recorded to expenses in the period incurred. Lease term is determined at lease commencement. The initial determination of a lease liability is calculated as the net present value of the lease payments not yet paid. Some leases include an option to renew, with renewal terms that can extend the lease term by five years. The exercise of lease renewal options is at the Company’s sole discretion. None of these options to renew are recognized as part of the Company’s right-to-use asset or lease liability as of September 30, 2022, as renewal was determined to not be reasonably assured. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company recognizes amortization expense for finance leases over the lease term based on the terms of the lease agreement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the adoption or commencement date, in determining the present value of lease payments. The table below summarizes the Company’s lease costs for the three and nine months ended September 30, 2022: Three Months Ended Nine Months Ended September 30, September 30, Lease Costs Classification 2022 2022 Finance lease cost: Amortization of right-of-use assets Cost of service and other revenue $ 71 $ 105 Amortization of right-of-use assets Depreciation and amortization 121 387 Interest on lease liabilities Interest expense 18 38 Operating lease cost Selling, general and administrative 813 2,328 Total lease cost $ 1,023 $ 2,858 As of September 30, 2022, future minimum commitments under ASC 842 under the Company’s operating leases were as follows: Maturity of operating lease liabilities As of September 30, 2022 Remainder 2022 $ 803 2023 3,103 2024 2,737 2025 2,799 2026 2,599 2027 and thereafter 2,103 Total lease payments $ 14,144 Less: discount to lease payments (2,417) Total operating lease liabilities $ 11,727 As of September 30, 2022, future minimum commitments under ASC 842 under the Company’s financing leases were as follows: Maturity of financing lease liabilities As of September 30, 2022 Remainder 2022 $ 175 2023 623 2024 495 2025 146 2026 — 2027 and thereafter — Total lease payments $ 1,439 Less: discount to lease payments (154) Total financing lease liabilities $ 1,285 The table below summarizes the weighted-average remaining lease term (in years), the weighted-average incremental borrowing rate (in percentages), as well as supplemental cash flow information related to leases for the three and nine months ended September 30, 2022: Nine Months Ended Lease Term, Discount Rates, and Other September 30, 2022 Weighted average remaining lease term Operating leases 4.8 years Financing leases 2.6 years Weighted average incremental borrowing rate Operating leases 7.85 % Financing leases 7.19 % Cash payments of amounts included in lease liabilities Operating cash flows from operating leases $ 2,211 Operating cash flows from finance leases 39 Financing cash flows from finance leases 458 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | (18) Subsequent events The Company has evaluated subsequent events from the consolidated balance sheet date through November 7, 2022, which is the date the consolidated financial statements were issued. On November 7, 2022, the Company entered into Amendment No. 3 to the Midcap Trust Term Loan (“Amendment No. 3”), which permitted the draw of two additional tranches, each totaling $11,250, the first of which was drawn on November 7, 2022. The remaining tranche will become available for draw after June 30, 2023, but before December 31, 2023, and is subject to the Company achieving certain trailing twelve-month revenue targets. Amendment No. 3 also delayed the amortization start dates for the outstanding loan amounts from April 1, 2025 until December 1, 2025 (subject to further extension upon certain conditions), at which point the Company will repay the principal amounts in equal monthly installments until the new maturity date of November 1, 2027, which was extended pursuant to Amendment No. 3. In addition, Amendment No. 3 amended the interest rate payable on the term loan to apply an interest rate equal to the SOFR rate (with a floor of 2.50%) plus 6.80%, and reset the call protection to begin as of November 7, 2025. Finally, Amendment No. 3 provides for a commitment fee of 0.5% payable on November 7, 2022 on the new tranche amounts and an exit fee of 4.75%. Substantially all other terms and conditions, and covenants of the credit agreement remain unchanged. On November 7, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (“Piper Sandler”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50.0 million (the “Placement Shares”) through Piper Sandler as its sales agent. The issuance and sale, if any, of the Placement Shares by the Company under the Equity Distribution Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3, filed with the Commission on November 7, 2022. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Revenue recognition | Revenue recognition The Company follows ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale and installation of instruments, related warranty services, reagents and software (both company-owned and with third parties). Pursuant to ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of Topic 606, the Company performs the following five steps: (i) identification of the customer contract; (ii) identification of the performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company evaluates all promised goods and services within a customer contract and determines which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. Most of the Company’s contracts with customers contain multiple performance obligations (i.e., sale of an instrument and warranty services). For these contracts, the Company accounts for individual performance obligations separately if they are distinct (i.e. capable of being distinct and separable from other promises in the contract). The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. Product Revenue Product revenue is generated by the sale of instruments and consumable reagents predominantly through the Company’s direct sales force in the United States and in geographic regions outside the United States such as APAC and EMEA. The Company does not offer product return or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers. When an instrument is purchased by a customer, the Company recognizes revenue when the related performance obligation is satisfied (i.e. when the control of an instrument has passed to the customer). Revenue from the sale of consumables is recognized upon shipment to the customer. The Company’s perpetual software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. The Company’s perpetual software licenses are considered distinct performance obligations, and revenue allocated to the software license is typically recognized upon provision of the license/software code to the customer (i.e., when the software is available for access and download by the customer). Service and Other Revenue Product sales of instruments include a service-based warranty typically for one year one-year In June 2022, the Company entered into a Companion Diagnostic Agreement with Acrivon Therapeutics, Inc. (the “Acrivon Agreement”) to co-develop, validate, and commercialize Acrivon’s OncoSignature® test. The Company will be paid through an upfront payment and at the achievement of certain developmental, commercial, and FDA milestones during the development, that could aggregate to low double digit million dollars. The Acrivon Agreement is in the scope of ASC 606, Revenue from Contracts with Customers The costs incurred by the Company under this arrangement are included as research and development expenses in the Company’s Consolidated Statements of Operations as these costs are related to the development of new services and technology to be owned and offered by the Company. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products, and between service and other revenue, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates the Company’s revenue by major source: Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue Product revenue Instruments $ 9,514 $ 7,099 $ 27,498 $ 20,195 Consumables 4,724 3,430 13,847 10,283 Standalone software products 200 345 597 1,078 Total product revenue $ 14,438 $ 10,874 $ 41,942 $ 31,556 Service and other revenue $ 4,414 $ 2,602 $ 11,698 $ 7,203 Total revenue $ 18,852 $ 13,476 $ 53,640 $ 38,759 Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation in the contract (i.e. instrument, service warranty, installation) would be sold separately. As the first-year warranty for each instrument is embedded in the instrument price, the amount allocated to the first-year warranty has been determined based on the separately identifiable price of the Company’s extended warranty offering when it is sold on a renewal basis. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and the expected costs and margin related to the performance obligations. Contracts in which only one performance obligation is identified (i.e., consumables and standalone software products) do not require allocation of the transaction price. Contract Assets and Liabilities The Company did not record any contract assets at September 30, 2022 or December 31, 2021. The Company’s contract liabilities consist of upfront payments for service-based warranties on instrument sales. The Company classifies these contract liabilities in deferred revenue as current or noncurrent based on the timing of when the Company expects to service the warranty. Cost to Obtain and Fulfill a Contract Under ASC 606, the Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates, compared to previously being expensed as incurred. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. Capitalizable costs to obtain contracts, such as commissions, and costs to fulfill customer contracts were determined to be immaterial for the nine months ended September 30, 2022 and 2021. |
Stock-based compensation | Stock-based compensation The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally four years. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company-specific historical and implied volatility, the Company bases its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of common stock; therefore, the expected dividend yield is assumed to be zero. For restricted stock units (“RSUs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. The Company has elected to account for forfeitures as they occur; any compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition will be reversed in the period of the forfeiture. Refer to Note 10 for further details on the Company’s stock-based compensation plans. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders Basic and diluted net loss per common share outstanding is determined by dividing net loss, as adjusted for accretion and accrued dividends on redeemable convertible preferred stock, by the weighted average common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. In computing diluted net loss per share, the Company utilizes the treasury stock method. The Company applies the two-class method to compute basic and diluted net loss or income per share when it has issued shares that meet the def i |
Comprehensive loss | Comprehensive loss Components of comprehensive loss, including net loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and other comprehensive loss are reported net of any related tax effect to arrive at comprehensive loss. Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders which for the three and nine months ended September 30, 2022 consist of unrealized loss on marketable securities. |
Marketable securities | Marketable securities Marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. Short-term marketable securities mature within one year from the balance sheet date while long-term marketable securities mature after one year. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reflected as a component of other expense. Interest on securities sold is determined based on the specific identification method and reflected as interest income. Any realized gains or losses on the sale of investment are reflected as realized (loss) gain on investments. |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases Targeted Improvements to ASC 842 On January 1, 2022, the Company adopted ASU No. 2016-02, Leases , The Company elected the following practical expedients for all lease asset classes, which must be elected as a package and applied consistently to all of its leases at the transition date: i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases; and iii) the Company did not reassess initial direct costs for any existing leases. Refer to Note 17 “Leases” for the adoption impact to our consolidated balance sheet. Recently issued but not yet adopted accounting standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment amounts. ASU 2017-04 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2017-04 may have on its consolidated financial statements and related disclosures. |
Summary of Significant accoun_3
Summary of Significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of disaggregation of revenue | Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue Product revenue Instruments $ 9,514 $ 7,099 $ 27,498 $ 20,195 Consumables 4,724 3,430 13,847 10,283 Standalone software products 200 345 597 1,078 Total product revenue $ 14,438 $ 10,874 $ 41,942 $ 31,556 Service and other revenue $ 4,414 $ 2,602 $ 11,698 $ 7,203 Total revenue $ 18,852 $ 13,476 $ 53,640 $ 38,759 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of financial assets and liabilities at fair value on a recurring basis | Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable September 30, Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 51,836 $ 51,578 $ 258 $ — U.S. Treasury securities 29,868 — 29,868 — Total Assets $ 81,704 $ 51,578 $ 30,126 $ — Liabilities: Contingent consideration – Long term portion $ 5,956 $ — $ — $ 5,956 Total Liabilities $ 5,956 $ — $ — $ 5,956 Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Contingent consideration – Long term portion $ 7,850 $ — $ — $ 7,850 Total Liabilities $ 7,850 $ — $ — $ 7,850 |
Summary of cash, cash equivalents and marketable securities | September 30, 2022 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash and cash equivalents $ 51,836 $ — $ — $ 51,836 Marketable securities: U.S. Treasury securities due in one year or less 29,934 — (66) 29,868 Total marketable securities 29,934 — (66) 29,868 Total cash, cash equivalents, and marketable securities $ 81,770 $ — $ (66) $ 81,704 |
Warrant liability | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of changes in the fair value of the liability | Balance as of December 31, 2020 $ 490 Change in fair value of warrant liability 2,728 Reclassification of warrant liability to stockholders’ equity (3,218) Balance as of September 30, 2021 $ — |
Contingent consideration - Long term portion | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of changes in the fair value of the liability | Balance as of December 31, 2021 $ 7,850 Reclassification of FY 2022 payment to accrued expenses (1,295) Change in contingent consideration value (599) Balance as of September 30, 2022 $ 5,956 Balance as of December 31, 2020 $ 6,984 Reclassification of FY 2021 payment to accrued expenses (1,210) Change in contingent consideration value 1,050 Balance as of September 30, 2021 $ 6,824 |
Schedule of significant unobservable inputs for fair value measurements | Fair Value as of September 30, Valuation Unobservable Contingent Consideration Liability 2022 Technique Inputs Revenue-based Payments $ 5,956 Discounted Cash Flow Analysis under the Income Approach Revenue discount factor, discount rate |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and equipment, net | |
Schedule of property and equipment | Estimated Useful September 30, December 31, Life (Years) 2022 2021 Furniture and fixtures 7 $ 494 $ 488 Computers, laptop and peripherals 5 4,574 3,590 Laboratory equipment 5 7,056 5,906 Leasehold improvements Shorter of the lease life or 7 3,937 1,571 Total property and equipment 16,061 11,555 Less: Accumulated depreciation (5,569) (4,068) Property and equipment, net $ 10,492 $ 7,487 |
Schedule of Demo inventory | Estimated September 30, December 31, Life (Years) 2022 2021 Demo inventory – gross 3 $ 4,179 $ 3,733 Less: Accumulated depreciation (2,115) (1,185) Demo inventory, net $ 2,064 $ 2,548 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible assets and goodwill | |
Schedule of Intangible assets | Intangible assets as of September 30, 2022 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (3,151) $ 8,649 15 Developed technology 8,300 (2,771) 5,529 12 Licenses 213 (33) 180 15 Trade names and trademarks 6,300 (2,343) 3,957 12 Capitalized software 2,349 (222) 2,127 5 Non-compete agreements 300 (300) — 4 Total intangible assets $ 29,262 $ (8,820) $ 20,442 Intangible assets as of December 31, 2021 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (2,561) $ 9,239 15 Developed technology 8,300 (2,252) 6,048 12 Licenses 63 (25) 38 15 Trade names and trademarks 6,300 (1,722) 4,578 12 Capitalized software 1,259 (68) 1,191 5 Non-compete agreements 300 (244) 56 4 Total intangible assets $ 28,022 $ (6,872) $ 21,150 |
Schedule of amortization expense related to identifiable intangible assets in future periods | 2022 remaining $ 685 2023 2,772 2024 2,772 2025 2,772 2026 2,737 Thereafter 8,704 Total $ 20,442 |
Accrued expense and other curre
Accrued expense and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other liabilities | September 30, December 31, 2022 2021 Payroll and compensation $ 6,359 $ 6,502 Current portion of contingent consideration 1,295 1,207 Inventory purchases 86 1,877 Other accrued expenses 6,297 3,905 Total accrued expenses and other current liabilities $ 14,037 $ 13,491 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure | |
Schedule of Components of debt | September 30, December 31, 2022 2021 Midcap Trust Term Loan $ 52,500 $ 32,500 Unamortized debt discount (462) (413) Accretion of final fee 676 384 Long-term debt, net $ 52,714 $ 32,471 |
Schedule of Debt maturities | Midcap Trust Year Ended: Term Loan December 31, 2022 $ — December 31, 2023 — December 31, 2024 — December 31, 2025 52,500 Total minimum principal payments $ 52,500 |
Stock compensation plans (Table
Stock compensation plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock compensation plans | |
Schedule of weighted-average assumptions used to estimate the fair value | Three months ended Three months ended Nine months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Weighted-average risk-free interest rate 3.4 % 0.9 % 2.7 % 1.0 % Expected dividend yield 0 % 0 % 0 % 0 % Expected volatility 51.6 % 51.1 % 53.3 % 50.5 % Expected term 6.0 years 6.0 years 6.3 years 6.0 years |
Schedule of Stock-based compensation expense allocated | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cost of goods sold $ 53 $ 36 $ 160 $ 83 Selling, general and administrative 1,643 960 4,246 2,233 Research and development 348 162 904 312 Total stock-based compensation $ 2,044 $ 1,158 $ 5,310 $ 2,628 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net loss per share attributable to common stockholders | |
Schedule of Computation of basic and diluted earnings per common share | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net loss $ (17,872) $ (11,617) $ (51,766) $ (25,262) Dividends accrued on redeemable convertible preferred stock — — — (1,435) Accretion of redeemable convertible preferred stock — — — (296) Adjusted net loss attributable to common stockholders $ (17,872) $ (11,617) $ (51,766) $ (26,993) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 37,900,821 37,162,489 37,660,814 23,407,358 Basic and diluted net loss per common share outstanding $ (0.47) $ (0.31) $ (1.37) $ (1.15) |
Schedule of Antidilutive shares excluded from computation | Nine months ended September 30, 2022 2021 Outstanding stock options 6,631,690 5,450,055 Unvested restricted stock units 349,900 — Warrant to purchase common stock — 158,274 Total 6,981,590 5,608,329 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segments | |
Schedule of revenues by geographical market | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 North America $ 10,921 $ 7,394 $ 29,723 $ 19,004 APAC 3,812 2,828 11,592 9,527 EMEA 4,119 3,254 12,325 10,228 Total Revenue $ 18,852 $ 13,476 $ 53,640 $ 38,759 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 North America 58 % 55 % 55 % 49 % APAC 20 % 21 % 22 % 25 % EMEA 22 % 24 % 23 % 26 % Total Revenue 100 % 100 % 100 % 100 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Summary of effects of adoption of ASC 842 | December 31, 2021 ASC 842 Adjustment January 1, 2022 Assets Operating lease right of use assets, net $ — $ 10,409 $ 10,409 Financing lease right of use assets, net — 673 673 Property and equipment, net 673 (673) — Total assets $ 190,907 $ 10,409 $ 201,316 Liabilities and stockholders' equity Deferred rent $ 300 $ (300) $ — Current portion of capital lease liabilities 272 (272) — Current portion of operating lease liabilities — 2,741 2,741 Current portion of financing lease liabilities — 272 272 Total current liabilities 27,682 2,441 30,123 Capital lease liabilities, net of current portion 197 (197) — Operating lease liabilities, net of current portion — 7,968 7,968 Financing lease liabilities, net of current portion — 197 197 Total liabilities 69,556 10,409 79,965 Stockholders' equity Total stockholders' equity 121,351 — 121,351 Total liabilities and stockholders' equity $ 190,907 $ 10,409 $ 201,316 |
Summary of lease costs | Three Months Ended Nine Months Ended September 30, September 30, Lease Costs Classification 2022 2022 Finance lease cost: Amortization of right-of-use assets Cost of service and other revenue $ 71 $ 105 Amortization of right-of-use assets Depreciation and amortization 121 387 Interest on lease liabilities Interest expense 18 38 Operating lease cost Selling, general and administrative 813 2,328 Total lease cost $ 1,023 $ 2,858 |
Schedule of future minimum commitments under ASC 842 of operating leases | Maturity of operating lease liabilities As of September 30, 2022 Remainder 2022 $ 803 2023 3,103 2024 2,737 2025 2,799 2026 2,599 2027 and thereafter 2,103 Total lease payments $ 14,144 Less: discount to lease payments (2,417) Total operating lease liabilities $ 11,727 |
Schedule of future minimum commitments under ASC 842 of financing leases | Maturity of financing lease liabilities As of September 30, 2022 Remainder 2022 $ 175 2023 623 2024 495 2025 146 2026 — 2027 and thereafter — Total lease payments $ 1,439 Less: discount to lease payments (154) Total financing lease liabilities $ 1,285 |
Schedule of supplemental lease information | Nine Months Ended Lease Term, Discount Rates, and Other September 30, 2022 Weighted average remaining lease term Operating leases 4.8 years Financing leases 2.6 years Weighted average incremental borrowing rate Operating leases 7.85 % Financing leases 7.19 % Cash payments of amounts included in lease liabilities Operating cash flows from operating leases $ 2,211 Operating cash flows from finance leases 39 Financing cash flows from finance leases 458 |
The company and basis of pres_2
The company and basis of presentation - Initial public offering (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Apr. 20, 2021 shares | Apr. 08, 2021 | Apr. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 region | Sep. 30, 2021 USD ($) | |
The company and basis of presentation | |||||
Number of geographic regions for sales | region | 3 | ||||
Reverse stock split ratio | 2.33 | ||||
Proceeds from public offering, net of discounts, commissions and other offering costs | $ | $ 138,553 | ||||
Class A Common Stock | |||||
The company and basis of presentation | |||||
Conversion of stock | 2,835,099 | ||||
Conversion of Preferred Stock to Common | |||||
The company and basis of presentation | |||||
Number of shares of common stock issued on conversion of preferred stock | 26,545,579 | ||||
IPO | |||||
The company and basis of presentation | |||||
Stock issued during period | 7,567,000 | ||||
Proceeds from public offering, net of discounts, commissions and other offering costs | $ | $ 138,600 | ||||
Price per share | $ / shares | $ 20 | ||||
Over-Allotment Option | |||||
The company and basis of presentation | |||||
Stock issued during period | 987,000 |
The company and basis of pres_3
The company and basis of presentation - Liquidity and going concern (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
The company and basis of presentation | |||
Cash, cash equivalents and marketable securities | $ 81,704 | ||
Accumulated deficit | (147,873) | $ (96,107) | |
Cash used from operations | $ (43,489) | $ (30,214) |
Summary of significant accoun_4
Summary of significant accounting policies - Service and Other Revenue and Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Standard service-based warranty terms | 1 year | ||||
Extended service-based warranty terms | 1 year | ||||
Revenue | $ 18,852 | $ 13,476 | $ 53,640 | $ 38,759 | |
Contract assets | 0 | $ 0 | $ 0 | ||
Practical expedient elected | true | ||||
Product | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 14,438 | 10,874 | $ 41,942 | 31,556 | |
Instruments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 9,514 | 7,099 | 27,498 | 20,195 | |
Consumables | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 4,724 | 3,430 | 13,847 | 10,283 | |
Standalone software products | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 200 | 345 | 597 | 1,078 | |
Service and other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 4,414 | $ 2,602 | $ 11,698 | $ 7,203 |
Summary of significant accoun_5
Summary of significant accounting policies - Stock-based compensation (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Requisite service period | 4 years |
Expected dividend yield | 0% |
Significant risks and uncerta_2
Significant risks and uncertainties including business and credit concentrations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) customer | Sep. 30, 2021 customer | Sep. 30, 2022 USD ($) customer | Sep. 30, 2021 customer | Dec. 31, 2021 USD ($) customer | |
Concentration Risk [Line Items] | |||||
Allowance for doubtful accounts | $ | $ 45 | $ 45 | $ 45 | ||
Revenue from Contract with Customer Benchmark | Customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers with concentration risk | 0 | 1 | 0 | 1 | |
Revenue from Contract with Customer Benchmark | Customers | One Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11% | 10% | |||
Accounts Receivable. | Customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers with concentration risk | 0 | 0 |
Fair value of financial instr_3
Fair value of financial instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount of liability transferred out of level 3 | $ 0 | $ 0 |
Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 81,704 | |
Financial liabilities at fair value | 5,956 | 7,850 |
Amount of liability transferred into level 3 | 0 | 0 |
Recurring | Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 51,836 | |
Recurring | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 29,868 | |
Recurring | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 51,578 | |
Financial liabilities at fair value | 0 | 0 |
Recurring | Level 1 | Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 51,578 | |
Recurring | Level 1 | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 0 | |
Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 30,126 | |
Financial liabilities at fair value | 0 | 0 |
Recurring | Level 2 | Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 258 | |
Recurring | Level 2 | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 29,868 | |
Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 5,956 | 7,850 |
Contingent consideration - Long term portion | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 5,956 | 7,850 |
Contingent consideration - Long term portion | Recurring | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Long term portion | Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Long term portion | Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | $ 5,956 | $ 7,850 |
Fair value of financial instr_4
Fair value of financial instruments - Cash, cash equivalents and marketable securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) security |
Net Investment Income [Line Items] | |
Cost | $ 81,770 |
Gross Unrealized Losses | (66) |
Estimated Fair Value | $ 81,704 |
Number of debt securities | security | 12 |
Cash and cash equivalents | |
Net Investment Income [Line Items] | |
Cost | $ 51,836 |
Estimated Fair Value | 51,836 |
Marketable securities | |
Net Investment Income [Line Items] | |
Cost | 29,934 |
Gross Unrealized Losses | (66) |
Estimated Fair Value | 29,868 |
U.S. Treasury securities due in one year or less | |
Net Investment Income [Line Items] | |
Cost | 29,934 |
Gross Unrealized Losses | (66) |
Estimated Fair Value | $ 29,868 |
Fair value of financial instr_5
Fair value of financial instruments - Innovatus Term Loan (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2019 USD ($) $ / shares shares |
Innovatus | |
Fair value of financial instruments | |
Purchase price (per share) | $ / shares | $ 1.53 |
Series D Warrant | |
Fair value of financial instruments | |
Shares called by warrant | shares | 368,779 |
Innovatus Term Loan | |
Fair value of financial instruments | |
Principal amount | $ | $ 25,000 |
Fair value of financial instr_6
Fair value of financial instruments - Recurring Basis Unobservable (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Valuation Technique and Input, Description [Abstract] | |||
Contingent consideration liability (Note 4), net of current portion | $ 5,956 | $ 7,850 | |
Contingent consideration - Long term portion | Series D Redeemable Convertible Preferred Stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | 7,850 | $ 6,984 | |
Reclassification of FY payment to accrued expenses | (1,295) | (1,210) | |
Change in fair value | (599) | 1,050 | |
Balance, end of period | 5,956 | 6,824 | |
Contingent consideration - Long term portion | Series D Redeemable Convertible Preferred Stock | Discounted Cash Flow Analysis under the Income Approach | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, end of period | 5,956 | ||
Warrant liability | Series D Redeemable Convertible Preferred Stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | 490 | ||
Change in fair value | $ 2,728 | ||
Reclassification of warrant liability to stockholders' equity | $ (3,218) |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 16,061 | $ 16,061 | $ 11,555 | ||
Less: Accumulated depreciation | (5,569) | (5,569) | (4,068) | ||
Property and equipment, net | 10,492 | 10,492 | $ 7,487 | ||
Operating Expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 699 | $ 462 | 1,681 | $ 1,277 | |
Cost of goods sold | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 38 | $ 0 | $ 168 | $ 0 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 7 years | 7 years | |||
Property and equipment | 494 | $ 494 | $ 488 | ||
Computers, laptop and peripherals | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 5 years | 5 years | |||
Property and equipment | 4,574 | $ 4,574 | $ 3,590 | ||
Laboratory equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 5 years | 5 years | |||
Property and equipment | 7,056 | $ 7,056 | $ 5,906 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 7 years | 7 years | |||
Property and equipment | $ 3,937 | $ 3,937 | $ 1,571 |
Property and equipment, net - D
Property and equipment, net - Demo inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property and equipment, net | |||||
Estimated life (years) | 3 years | 3 years | |||
Demo inventory - gross | $ 4,179 | $ 4,179 | $ 3,733 | ||
Less: Accumulated depreciation | (2,115) | (2,115) | (1,185) | ||
Demo inventory, net | 2,064 | 2,064 | $ 2,548 | ||
Depreciation expense relating to demo equipment | $ 314 | $ 261 | $ 959 | $ 513 |
Intangible assets and goodwil_2
Intangible assets and goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | $ 29,262 | $ 29,262 | $ 28,022 | ||
Accumulated amortization | (8,820) | (8,820) | (6,872) | ||
Total | 20,442 | 20,442 | 21,150 | ||
Operating Expenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 681 | $ 521 | 1,948 | $ 1,562 | |
Cost of goods sold | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 0 | $ 0 | 0 | $ 66 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 11,800 | 11,800 | 11,800 | ||
Accumulated amortization | (3,151) | (3,151) | (2,561) | ||
Total | 8,649 | $ 8,649 | $ 9,239 | ||
Useful life (in years) | 15 years | 15 years | |||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 8,300 | $ 8,300 | $ 8,300 | ||
Accumulated amortization | (2,771) | (2,771) | (2,252) | ||
Total | 5,529 | $ 5,529 | $ 6,048 | ||
Useful life (in years) | 12 years | 12 years | |||
Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 213 | $ 213 | $ 63 | ||
Accumulated amortization | (33) | (33) | (25) | ||
Total | 180 | $ 180 | $ 38 | ||
Useful life (in years) | 15 years | 15 years | |||
Trade names and trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 6,300 | $ 6,300 | $ 6,300 | ||
Accumulated amortization | (2,343) | (2,343) | (1,722) | ||
Total | 3,957 | $ 3,957 | $ 4,578 | ||
Useful life (in years) | 12 years | 12 years | |||
Capitalized software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 2,349 | $ 2,349 | $ 1,259 | ||
Accumulated amortization | (222) | (222) | (68) | ||
Total | 2,127 | $ 2,127 | $ 1,191 | ||
Useful life (in years) | 5 years | 5 years | |||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, cost | 300 | $ 300 | $ 300 | ||
Accumulated amortization | $ (300) | $ (300) | (244) | ||
Total | $ 56 | ||||
Useful life (in years) | 4 years | 4 years |
Intangible assets and goodwil_3
Intangible assets and goodwill - Amortization expense related to identifiable intangible assets in future periods (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortization expense related to identifiable intangible assets in future periods | ||
2022 remaining | $ 685 | |
2023 | 2,772 | |
2024 | 2,772 | |
2025 | 2,772 | |
2026 | 2,737 | |
Thereafter | 8,704 | |
Total | $ 20,442 | $ 21,150 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Goodwill balance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible assets and goodwill | ||
Goodwill balance | $ 18,262 | $ 18,262 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | ||
Accrued payroll and compensation | $ 6,359 | $ 6,502 |
Current portion of contingent consideration | 1,295 | 1,207 |
Inventory purchases | 86 | 1,877 |
Other accrued expenses | 6,297 | 3,905 |
Total accrued expenses and other current liabilities | $ 14,037 | $ 13,491 |
Debt - Term Loan Agreements (De
Debt - Term Loan Agreements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2022 USD ($) payment | Oct. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Proceeds from debt financing | $ 20,000 | |||||
Midcap Trust Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 37,500 | |||||
Proceeds from debt financing | $ 32,500 | |||||
Term of interest-only payments | 36 months | |||||
Period of straight-line amortization | 24 months | |||||
Effective interest rate at end of period | 8.98% | 8.98% | ||||
Final payment fee to be paid upon termination (as a percent) | 5% | |||||
Prepayment fee percent , year one | 3% | |||||
Prepayment fee percent, year two | 2% | |||||
Prepayment fee percent, year three | 1% | |||||
Final payment fee to be paid upon termination | $ 2,125 | |||||
Amortization of final payment fee | $ 119 | $ 82 | $ 292 | $ 243 | ||
Midcap Trust Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate variable rate spread | 6.35% | |||||
Interest rate floor | 1.50% | |||||
Midcap Trust Term Loan - Amendment 2 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 10,000 | |||||
Number of principal payment installments | payment | 7 | |||||
Commitment fee | $ 75 | |||||
Funding percentage fee | 0.25% | |||||
Midcap Trust Term Loan - Amendment 2 | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate variable rate spread | 6.35% | |||||
Interest rate floor | 1.61448% | |||||
Midcap Trust Term Loan - Tranche 3 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 10,000 | $ 10,000 | $ 10,000 |
Debt - Debt components (Details
Debt - Debt components (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (462) | $ (413) |
Accretion of final fee | 676 | 384 |
Total debt, net | 52,714 | 32,471 |
Midcap Trust Term Loan | ||
Debt Instrument [Line Items] | ||
Total minimum principal payments | $ 52,500 | $ 32,500 |
Debt - Debt maturities (Details
Debt - Debt maturities (Details) - Midcap Trust Term Loan - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
December 31, 2025 | $ 52,500 | |
Total minimum principal payments | $ 52,500 | $ 32,500 |
Stockholder's equity (deficit)
Stockholder's equity (deficit) (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 37,947,853 | 37,424,101 |
Common stock, shares outstanding | 37,947,853 | 37,424,101 |
Common stock, shares reserved for issuance upon the exercise of stock options | 8,174,767 | 6,709,218 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, voting rights (per share) | Vote | 1 |
Stock compensation plans - 2021
Stock compensation plans - 2021 Equity Incentive Plan (Details) - 2021 Plan | Apr. 08, 2021 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock authorized for issuance | 1,727,953 |
Expected term | 10 years |
Annual increase in shares available for issuance as a percentage of outstanding shares | 5% |
Stock compensation plans - 2015
Stock compensation plans - 2015 Equity Incentive Plan (Details) - 2015 Plan | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Vesting period | 4 years |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock authorized for issuance | 0 |
Stock compensation plans - Stoc
Stock compensation plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Weighted-average assumptions: | ||||
Expected dividend yield | 0% | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted to employees | $ 9,465 | $ 17,196 | ||
Options granted | 1,779,228 | 2,228,460 | ||
Options granted, weighted average fair value per share | $ 5.3 | $ 7.72 | ||
Options granted, weighted average exercise price per share | $ 10.61 | $ 15.52 | ||
Weighted-average assumptions: | ||||
Weighted-average risk-free interest rate | 3.40% | 0.90% | 2.70% | 1% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected volatility | 51.60% | 51.10% | 53.30% | 50.50% |
Expected term | 6 years | 6 years | 6 years 3 months 18 days | 6 years |
Stock compensation plans - Rest
Stock compensation plans - Restricted Stock Units (Details) - RSUs $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate fair value | $ | $ 3,865 |
Number of shares granted | shares | 360,375 |
Weighted average fair value per share granted | $ / shares | $ 10.72 |
Stock compensation plans - St_2
Stock compensation plans - Stock-based compensation expense and unrecognized compensation cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,044 | $ 1,158 | $ 5,310 | $ 2,628 |
Unrecognized compensation | 18,560 | 14,430 | $ 18,560 | $ 14,430 |
Period for recognition | 2 years 10 months 24 days | 3 years 4 months 24 days | ||
Stock Options | Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 53 | 36 | $ 160 | $ 83 |
Stock Options | Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,643 | 960 | 4,246 | 2,233 |
Stock Options | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 348 | $ 162 | 904 | $ 312 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation | $ 3,396 | $ 3,396 | ||
Period for recognition | 3 years 7 months 6 days |
Employee stock purchase plan (D
Employee stock purchase plan (Details) - shares | Apr. 08, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Common stock, shares issued | 37,947,853 | 37,424,101 | |
ESPP | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Maximum payroll deduction percentage | 15% | ||
Number of shares of common stock authorized for issuance | 172,795 | ||
Term of automatic increases in shares available for issuance | 10 years | ||
Annual increase in shares available for issuance as a percentage of outstanding shares | 0.50% | ||
Common stock, shares issued | 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income taxes | ||||
(Provision) benefit for income taxes | $ (21) | $ 11 | $ (149) | $ 23 |
Statutory rate | 21% | |||
Reduction to payroll expense from employee retention credit | 4,321 | |||
Gross receivables - employee retention credit | $ 5,093 | $ 5,093 |
Commitments and contingencies -
Commitments and contingencies - License Agreements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2018 |
License Agreement | PKI | ||||
Other Commitments [Line Items] | ||||
Accrued royalties | $ 1,295,000 | $ 1,207,000 | ||
License Agreement | PKI | Minimum | ||||
Other Commitments [Line Items] | ||||
Royalty rate on net sales of the product | 1% | |||
License Agreement | PKI | Maximum | ||||
Other Commitments [Line Items] | ||||
Royalty rate on net sales of the product | 7% | |||
Research Arrangement | ||||
Other Commitments [Line Items] | ||||
Amount required to pay 2022 | $ 415,000 | |||
Amount required to pay 2023 | $ 120,000 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss per share attributable to common stockholders | ||||||||
Net loss | $ (17,872) | $ (17,495) | $ (16,399) | $ (11,617) | $ (5,563) | $ (8,082) | $ (51,766) | $ (25,262) |
Dividends accrued on redeemable convertible preferred stock | (1,435) | |||||||
Accretion of redeemable convertible preferred stock | (296) | |||||||
Adjusted net loss attributable to common stockholders | $ (17,872) | $ (11,617) | $ (51,766) | $ (26,993) | ||||
Weighted-average shares outstanding, basic | 37,900,821 | 37,162,489 | 37,660,814 | 23,407,358 | ||||
Weighted-average shares outstanding, diluted | 37,900,821 | 37,162,489 | 37,660,814 | 23,407,358 | ||||
Net loss per share attributable to common stockholders, basic | $ (0.47) | $ (0.31) | $ (1.37) | $ (1.15) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.47) | $ (0.31) | $ (1.37) | $ (1.15) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders - Antidilutive shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 6,981,590 | 5,608,329 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 6,631,690 | 5,450,055 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 349,900 | |
Warrant to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 158,274 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item segment | Sep. 30, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of business activities | item | 1 | |||
Number of reportable segments | segment | 1 | |||
Total Revenue | $ 18,852 | $ 13,476 | $ 53,640 | $ 38,759 |
Operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of segment managers | 0 | 0 | ||
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 10,921 | 7,394 | $ 29,723 | 19,004 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 3,812 | 2,828 | 11,592 | 9,527 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 4,119 | $ 3,254 | $ 12,325 | $ 10,228 |
Segments - Revenue (Details)
Segments - Revenue (Details) - Revenue from Contract with Customer Benchmark - Geographic Concentration Risk - country | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% |
North America | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 58% | 55% | 55% | 49% |
APAC | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 20% | 21% | 22% | 25% |
EMEA | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 22% | 24% | 23% | 26% |
One country | ||||
Concentration Risk [Line Items] | ||||
Number of countries with concentration risk | 1 | 1 | 1 | 1 |
Concentration Risk, Percentage | 10% | 14% | 16% |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Inventories, net | $ 13,063,000 | $ 13,063,000 | $ 9,014,000 | ||
Argonaut Manufacturing services | |||||
Related Party Transaction [Line Items] | |||||
Costs of goods sold relating to sales to related party | 1,481,000 | $ 868,000 | 3,895,000 | $ 2,594,000 | |
Inventories, net | 6,827,000 | 6,827,000 | 4,263,000 | ||
Accounts payable due to related party | $ 914,000 | $ 914,000 | $ 1,700,000 | ||
Argonaut Manufacturing services | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of total outstanding shares owned by related party | 5% | 5% |
Leases - Adoption of ASU 2016-0
Leases - Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | |||||||||
Operating lease right of use assets, net | $ 11,307 | ||||||||
Financing lease right of use assets, net | 1,504 | ||||||||
Property and equipment, net | 10,492 | $ 7,487 | |||||||
Total assets | 176,457 | 190,907 | |||||||
Liabilities and stockholders' equity | |||||||||
Current portion of capital lease liabilities | 272 | ||||||||
Current portion of operating lease liabilities | 3,004 | ||||||||
Current portion of financing lease liabilities | 593 | ||||||||
Total current liabilities | 31,682 | 27,682 | |||||||
Capital lease liabilities, net of current portion | 197 | ||||||||
Operating lease liabilities, net of current portion | 8,723 | ||||||||
Financing lease liabilities, net of current portion | 692 | ||||||||
Total liabilities | 101,369 | 69,556 | |||||||
Stockholders' equity | |||||||||
Total stockholders' equity | 75,088 | $ 90,850 | $ 106,552 | 121,351 | $ 137,392 | $ 147,821 | $ (60,000) | $ (51,026) | |
Total liabilities and stockholders' equity | $ 176,457 | 190,907 | |||||||
ASU 2016-02 | |||||||||
Assets | |||||||||
Operating lease right of use assets, net | $ 10,409 | ||||||||
Financing lease right of use assets, net | 673 | ||||||||
Total assets | 201,316 | ||||||||
Liabilities and stockholders' equity | |||||||||
Current portion of operating lease liabilities | 2,741 | ||||||||
Current portion of financing lease liabilities | 272 | ||||||||
Total current liabilities | 30,123 | ||||||||
Operating lease liabilities, net of current portion | 7,968 | ||||||||
Financing lease liabilities, net of current portion | 197 | ||||||||
Total liabilities | 79,965 | ||||||||
Stockholders' equity | |||||||||
Total stockholders' equity | 121,351 | ||||||||
Total liabilities and stockholders' equity | $ 201,316 | ||||||||
ASU 2016-02 | Previously Reported | |||||||||
Assets | |||||||||
Property and equipment, net | 673 | ||||||||
Total assets | 190,907 | ||||||||
Liabilities and stockholders' equity | |||||||||
Deferred rent | 300 | ||||||||
Current portion of capital lease liabilities | 272 | ||||||||
Total current liabilities | 27,682 | ||||||||
Capital lease liabilities, net of current portion | 197 | ||||||||
Total liabilities | 69,556 | ||||||||
Stockholders' equity | |||||||||
Total stockholders' equity | 121,351 | ||||||||
Total liabilities and stockholders' equity | 190,907 | ||||||||
ASU 2016-02 | ASC 842 Adjustment | |||||||||
Assets | |||||||||
Operating lease right of use assets, net | 10,409 | ||||||||
Financing lease right of use assets, net | 673 | ||||||||
Property and equipment, net | (673) | ||||||||
Total assets | 10,409 | ||||||||
Liabilities and stockholders' equity | |||||||||
Deferred rent | (300) | ||||||||
Current portion of capital lease liabilities | (272) | ||||||||
Current portion of operating lease liabilities | 2,741 | ||||||||
Current portion of financing lease liabilities | 272 | ||||||||
Total current liabilities | 2,441 | ||||||||
Capital lease liabilities, net of current portion | (197) | ||||||||
Operating lease liabilities, net of current portion | 7,968 | ||||||||
Financing lease liabilities, net of current portion | 197 | ||||||||
Total liabilities | 10,409 | ||||||||
Stockholders' equity | |||||||||
Total liabilities and stockholders' equity | $ 10,409 |
Leases - Office and warehouse l
Leases - Office and warehouse leases (Details) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2022 lease | Mar. 31, 2022 | Aug. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jun. 18, 2021 USD ($) | Jul. 31, 2019 USD ($) | |
Leases | ||||||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | |||||
Office and laboratory space | Menlo Park, CA | ||||||
Leases | ||||||
Term of contract | 70 months | 7 years | ||||
Security Deposit | $ 92 | $ 181 | ||||
Office space | Marlborough, MA | ||||||
Leases | ||||||
Term of contract | 30 months | 7 years | ||||
Security Deposit | $ 43 | $ 300 | $ 450 | |||
Warehouse space | Marlborough, MA | ||||||
Leases | ||||||
Term of contract | 96 months | |||||
Auto leases | ||||||
Leases | ||||||
Term of contract | 48 months | |||||
Staining equipment | ||||||
Leases | ||||||
Number of leases entered into | lease | 4 |
Leases - Lease cost classificat
Leases - Lease cost classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Finance lease cost: | ||
Interest on lease liabilities | $ 18 | $ 38 |
Operating lease cost | 813 | 2,328 |
Total lease cost | 1,023 | 2,858 |
Cost service and other revenue | ||
Finance lease cost: | ||
Amortization of right-of-use assets | 71 | 105 |
Depreciation and amortization | ||
Finance lease cost: | ||
Amortization of right-of-use assets | $ 121 | $ 387 |
Leases - Future minimum commitm
Leases - Future minimum commitments under operating leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
Remainder 2022 | $ 803 |
2023 | 3,103 |
2024 | 2,737 |
2025 | 2,799 |
2026 | 2,599 |
2027 and thereafter | 2,103 |
Total lease payments | 14,144 |
Less: discount to lease payments | (2,417) |
Total operating lease liabilities | $ 11,727 |
Leases - Future minimum commi_2
Leases - Future minimum commitments under financing leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
Remainder 2022 | $ 175 |
2023 | 623 |
2024 | 495 |
2025 | 146 |
Total lease payments | 1,439 |
Less: discount to lease payments | (154) |
Total financing lease liabilities | $ 1,285 |
Leases - Weighted-average remai
Leases - Weighted-average remaining lease term, incremental borrowing rate, and supplemental cash flow information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Weighted average remaining lease term | |
Operating leases | 4 years 9 months 18 days |
Financing leases | 2 years 7 months 6 days |
Weighted average incremental borrowing rate | |
Operating leases | 7.85% |
Financing leases | 7.19% |
Cash payments of amounts included in lease liabilities | |
Operating cash flows from operating leases | $ 2,211 |
Operating cash flows from finance leases | 39 |
Financing cash flows from finance leases | $ 458 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Nov. 07, 2022 | Jun. 01, 2022 | Oct. 31, 2020 | Sep. 30, 2022 | |
Midcap Trust Term Loan | ||||
Subsequent Event [Line Items] | ||||
Credit facility amount | $ 37,500 | |||
Midcap Trust Term Loan | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Interest rate floor | 1.50% | |||
Interest rate variable rate spread | 6.35% | |||
Midcap Trust Term Loan - Amendment 2 | ||||
Subsequent Event [Line Items] | ||||
Credit facility amount | $ 10,000 | |||
Midcap Trust Term Loan - Amendment 2 | SOFR | ||||
Subsequent Event [Line Items] | ||||
Interest rate floor | 1.61448% | |||
Interest rate variable rate spread | 6.35% | |||
Midcap Trust Term Loan - Tranche 3 | ||||
Subsequent Event [Line Items] | ||||
Credit facility amount | $ 10,000 | $ 10,000 | ||
Subsequent Event [Member] | Midcap Trust Term Loan - Amendment 3 | ||||
Subsequent Event [Line Items] | ||||
Credit facility amount | $ 11,250 | |||
Commitment fee percentage | 0.50% | |||
Exit fee percentage | 4.75% | |||
Subsequent Event [Member] | Midcap Trust Term Loan - Amendment 3 | SOFR | ||||
Subsequent Event [Line Items] | ||||
Interest rate floor | 2.50% | |||
Interest rate variable rate spread | 6.80% |