Quantum-Si (QSI) 10-Q 9 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 04, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-39486
Entity Registrant Name	QUANTUM-SI INCORPORATED
Entity Central Index Key	0001816431
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1388175
Entity Address, Address Line One	530 Old Whitfield Street
Entity Address, City or Town	Guilford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06437
City Area Code	203
Local Phone Number	458-7100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 per share
Trading Symbol	QSI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		119,025,206
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		19,937,500
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	QSIAW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 34,984	$ 35,785
Marketable securities	399,810	435,519
Prepaid expenses and other current assets	4,985	5,868
Total current assets	439,779	477,172
Property and equipment, net	11,151	8,908
Goodwill	9,483	9,483
Other assets	690	690
Operating lease right-of-use assets	15,035	6,973
Total assets	476,138	503,226
Current Liabilities:
Accounts payable	4,293	3,393
Accrued expenses and other current liabilities	8,779	7,276
Short-term operating lease liabilities	973	859
Total current liabilities	14,045	11,528
Long-term liabilities:
Warrant liabilities	4,592	7,239
Other long-term liabilities	240	206
Operating lease liabilities	15,386	7,219
Total liabilities	34,263	26,192
Commitments and contingencies (Note 14)
Stockholders' equity
Additional paid-in capital	744,268	744,252
Accumulated deficit	(302,407)	(267,232)
Total stockholders' equity	441,875	477,034
Total liabilities and stockholders' equity	476,138	503,226
Class A Common Stock [Member]
Stockholders' equity
Common Stock	12	12
Class B Common Stock [Member]
Stockholders' equity
Common Stock	$ 2	$ 2

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	118,972,397	118,025,410
Common stock, shares outstanding (in shares)	118,972,397	118,025,410
Class B Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	27,000,000	27,000,000
Common stock, shares issued (in shares)	19,937,500	19,937,500
Common stock, shares outstanding (in shares)	19,937,500	19,937,500

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 18,771	$ 7,972
Selling, general and administrative	8,369	3,807
Total operating expenses	27,140	11,779
Loss from operations	(27,140)	(11,779)
Dividend income	855	0
Change in fair value of warrant liabilities	2,647	0
Other expense, net	(11,537)	0
Loss before provision for income taxes	(35,175)	(11,779)
Provision for income taxes	0	0
Net loss	(35,175)	(11,779)
Comprehensive loss	$ (35,175)	$ (11,779)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (0.25)	$ (2.13)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.25)	$ (2.13)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	138,619,929	5,528,551
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	138,619,929	5,528,551

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2020					$ 195,814
Balance (in shares) at Dec. 31, 2020					90,789,268
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ (4)
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					0
Balance at Mar. 31, 2021					$ 195,810
Balance (in shares) at Mar. 31, 2021					90,789,268
Balance at Dec. 31, 2020	$ 1	$ 0	$ 12,517	$ (172,243)	$ (159,725)
Balance (in shares) at Dec. 31, 2020	5,378,287	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(11,779)	(11,779)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	999	0	999
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	581,237	0
Stock-based compensation	$ 0	$ 0	457	0	457
Balance at Mar. 31, 2021	$ 1	$ 0	13,973	(184,022)	(170,048)
Balance (in shares) at Mar. 31, 2021	5,959,524	0
Balance at Dec. 31, 2021	$ 12	$ 2	744,252	(267,232)	477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(35,175)	(35,175)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	730	0	730
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	946,987	0
Stock-based compensation	$ 0	$ 0	(714)	0	(714)
Balance at Mar. 31, 2022	$ 12	$ 2	$ 744,268	$ (302,407)	$ 441,875
Balance (in shares) at Mar. 31, 2022	118,972,397	19,937,500

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (35,175)	$ (11,779)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	452	213
Unrealized losses of marketable securities	11,511	0
Change in fair value of warrant liabilities	(2,647)	0
Change in fair value of contingent consideration	54	0
Stock-based compensation	(714)	457
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	883	(2,383)
Operating lease right-of-use assets	(8,062)	0
Accounts payable	1,481	1,244
Accrued expenses and other current liabilities	707	1,512
Short-term operating lease liabilities	114	0
Operating lease liabilities	8,167	0
Net cash used in operating activities	(23,229)	(10,736)
Cash flows from investing activities:
Purchases of property and equipment	(2,500)	(500)
Purchases of marketable securities	(802)	0
Sales of marketable securities	25,000	0
Net cash provided by (used in) investing activities	21,698	(500)
Cash flows from financing activities:
Proceeds from exercise of stock options	730	999
Stock issuance costs for Series E convertible preferred stock	0	(4)
Principal payments under finance lease obligations	0	(15)
Net cash provided by financing activities	730	980
Net decrease in cash and cash equivalents	(801)	(10,256)
Cash and cash equivalents at beginning of period	35,785	36,910
Cash and cash equivalents at end of period	34,984	26,654
Supplemental disclosure of cash flow information:
Cash received from exchange of research and development tax credits	0	377
Supplemental disclosure of noncash information:
Noncash acquisition of property and equipment	1,580	86
Forgiveness of related party promissory notes	$ 0	$ 150

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was originally incorporated in Delaware on June 10, 2020 as a special purpose acquisition company under the name HighCape Capital Acquisition Corp. (“HighCape”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving HighCape and one or more businesses. On June 10, 2021 (the “Closing”), the Company consummated the transaction contemplated by the Business Combination Agreement, dated February 18, 2021 (the “Business Combination Agreement”), by and among HighCape, Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”). Pursuant to the terms of the Business Combination Agreement, a business combination between HighCape was effected through the merger of Merger Sub with and into Legacy Quantum-Si, with Legacy Quantum-Si surviving as the surviving company and a wholly owned subsidiary of HighCape (the “Merger” and collectively with the other transaction described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, HighCape changed its name to Quantum-Si Incorporated and Legacy Quantum-Si changed its name to Q-SI Operations Inc. The prior period financial information represents the financial results and condition of Legacy Quantum-Si. The Company is an innovative life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single molecule detection platform that the Company is first applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the study of nucleic acids. The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. Although the Company has incurred recurring losses each year since its inception, the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2022, or any other period. There have been no material changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. COVID-19 Outbreak The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the United States and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets as well as other changes in macroeconomic factors. The COVID-19 pandemic and related economic disruptions have not had a material adverse impact on the Company’s operations to date. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, the actions that may be taken by government authorities across the United States, adverse changes in macroeconomic conditions, if sustained or recurrent, could result in significant changes in costs going forward with material adverse effect on the Company’s operating results, financial condition, and cash flows. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed consolidated financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of March 31, 2022 and December 31, 2021, substantially all of the Company’s cash and cash equivalents and marketable securities were invested in fixed income mutual funds at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any significant losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: ● valuation allowances with respect to deferred tax assets; ● valuation for acquisitions; ● assumptions used for leases; ● valuation of warrant liabilities; and ● assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Investments in Marketable Securities The Company’s investments in marketable securities consist of ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as Other expense, net on the condensed consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other expense, net on the condensed consolidated statements of operations and comprehensive loss. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the condensed consolidated balance sheets. For the three months ended March 31, 2022, the Company recognized $11,511 of unrealized losses related to securities still held as of March 31, 2022 and $50 of realized losses related to securities that matured or were sold during the three months ended March 31, 2022. Leases Effective December 31, 2021, the Company lost its emerging growth company status which accelerated the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The Company’s adoption of ASU 2016-02 was effective retrospectively to January 1, 2021, the beginning of the year. In accordance with ASU 2016-02, for arrangements in existence as of January 1, 2021 and any new arrangements entered into thereafter The Company’s leases generally do not have a readily determinable implicit discount rate. As such, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. The Company expenses monthly rental payments as incurred in Selling, general and administrative and in Research and development in the condensed consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred. As a result of its adoption of the new lease standard effective January 1, 2021, the Company has implemented new accounting policies and processes which changed the Company’s internal controls over financial reporting for lease accounting. Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Beginning in 2022, the Company will review goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate that the carrying amount may not be recoverable. In order to test goodwill for impairment, an entity is permitted to first assess qualitative factors to determine whether a quantitative assessment of goodwill is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. If a quantitative assessment is required, the Company determines the fair value of its reporting unit using a combination of the income and market approaches. If the net book value of the reporting unit exceeds its fair value, the Company recognizes a goodwill impairment charge for the reporting unit equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. Such assumptions include projections of future cash flows and the current fair value of the asset. No impairments were recorded for the three months ended March 31, 2022. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2022 or 2021. Warrant Liabilities The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third Derivatives and Hedging-Contracts in Entity’s Own Equity Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncement issued or effective during the three months ended March 31, 2022 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

BUSINESS COMBINATION

BUSINESS COMBINATION	3 Months Ended
	Mar. 31, 2022
HighCape [Member]
BUSINESS COMBINATION [Abstract]
BUSINESS COMBINATION	3. BUSINESS COMBINATION As discussed in Note 1, “Organization and Description of Business,” on June 10, 2021, the Company consummated the Business Combination, with Legacy Quantum-Si surviving the Merger as a wholly owned subsidiary of the Company. Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share of Legacy Quantum-Si capital stock (other than shares of Legacy Quantum-Si Series A preferred stock) that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive 0.7975 (the “Exchange Ratio”) shares of the Company’s Class A common stock, and each share of Legacy Quantum-Si Series A preferred stock that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive the number of shares of the Company’s Class B common stock equal to the Exchange Ratio. The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was 116,463,160, and the total number of the Company’s Class B common stock outstanding immediately following the Closing was 19,937,500. In connection with the Business Combination, certain institutional investors purchased from the Company an aggregate of 42,500,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $425,001 pursuant to separate subscription agreements entered into effective as of February 18, 2021. In addition, pursuant to subscription agreements entered into effective as of February 18, 2021, certain affiliates of Foresite Capital Management, LLC purchased an aggregate of 696,250 shares of the Company’s Class A common stock at a purchase price of $0.001 per share for aggregate purchase price of $1 after a corresponding number of shares of the Company’s Class B common stock was irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Quantum-Si stockholders continued to control the Company following the Closing of the Business Combination. Under this method of accounting, HighCape is treated as the “acquired” company for accounting purposes and the Business Combination is treated as the equivalent of Legacy Quantum-Si issuing stock for the net assets of HighCape, accompanied by a recapitalization. The net assets of HighCape are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the Exchange Ratio. Upon the Closing, the Company’s certificate of incorporation was amended and restated to, among other things, adopt a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Quantum-Si, Interim Chief Executive Officer and Executive Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2022
Majelac Technologies LLC [Member]
ACQUISITION [Abstract]
ACQUISITION	4. ACQUISITION Majelac Technologies LLC Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac Technologies LLC (“Majelac”), and certain other parties, on November 5, 2021 (the “Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715 shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471 will be issued to Majelac 12 months after the Closing Date less the number of shares of Class A common stock that may be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash will be paid six months after the Closing date less any amount that may be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company may pay up to an additional $800 valued at $531 subject to certain future milestones being met. The acquisition brings semiconductor chip assembly and packaging capabilities in-house to secure the Company’s supply chain and support scaling commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company. On May 4, 2022, the Company paid Majelac $500 in cash for the additional purchase price consideration and $400 in cash first of two milestones The following table summarizes the preliminary purchase price allocation at the acquisition date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416 The above estimated fair values of consideration transferred, assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. Thus, the preliminary measurements of fair value set forth above may be subject to change. The Company expects to finalize the valuation as soon as practicable but no later than one year from the acquisition date. Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax purposes over a period of 15 years. Acquisition-related costs recognized for the three months ended March 31, 2022 including transaction costs such as legal, accounting, valuation and other professional services, were $25 and are included in Selling, general and administrative on the condensed consolidated statements of operations and comprehensive loss.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2022
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	5. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 -  Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 -  Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 -  Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the three months ended March 31, 2022. The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented as Warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented as Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss. The Public Warrants and Private Warrants were carried at fair value as of March 31, 2022. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own public warrant pricing and on the historical volatility observed at guideline public companies. As of March 31, 2022, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 64.1%, (ii) risk-free interest rate of 2.42%, (iii) strike price of $11.50, (iv) fair value of common stock of $4.68, and (v) expected life of 4.4 years. Fixed income mutual funds were valued using quoted market prices and accordingly were classified as Level 1. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level Total Level 1 Level 2 Level 3 March 31, 2022: Assets: Fixed income mutual funds - Cash and cash equivalents $ 29,117 $ 29,117 $ - $ - Marketable securities 399,810 399,810 - - Total assets at fair value on a recurring basis $ 428,927 $ 428,927 $ - $ - Liabilities: Public Warrants $ 4,408 $ 4,408 $ - $ - Private Warrants 184 - - 184 Total liabilities at fair value on a recurring basis $ 4,592 $ 4,408 $ - $ 184 Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2021: Assets: Fixed income mutual funds - Cash and cash equivalents $ 33,965 $ 33,965 $ - $ - Marketable securities 435,519 435,519 - - Total assets at fair value on a recurring basis $ 469,484 $ 469,484 $ - $ - Liabilities: Public Warrants $ 6,900 $ 6,900 $ - $ - Private Warrants 339 - - 339 Total liabilities at fair value on a recurring basis $ 7,239 $ 6,900 $ - $ 339

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	3 Months Ended
	Mar. 31, 2022
PROPERTY AND EQUIPMENT, NET [Abstract]
PROPERTY AND EQUIPMENT, NET	6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, Laboratory and production equipment $ 9,209 $ 7,465 Computer equipment 907 637 Software 179 156 Furniture and fixtures 172 125 Leasehold improvements 970 790 Construction in process 4,041 3,610 Property and equipment, gross 15,478 12,783 Less: Accumulated depreciation (4,327 ) (3,875 ) Property and equipment, net $ 11,151 $ 8,908 Depreciation expense amounted to $452 and $213 for the three months ended March 31, 2022 and 2021, respectively.

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	3 Months Ended
	Mar. 31, 2022
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, Employee compensation and benefits $ 2,448 $ 2,680 Contracted services 4,395 2,606 Business acquisition costs and contingencies 1,351 1,331 Legal fees 568 636 Other 17 23 Total accrued expenses and other current liabilities $ 8,779 $ 7,276

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
LEASES [Abstract]
LEASES	8. LEASES The Company has commitments under lease arrangements for office and manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from one year to 10 years. These leases include options to extend or renew the leases for an additional period of one Operating leases are accounted for on the condensed consolidated balance sheets with ROU assets being recognized in “Operating lease right-of-use assets” and lease liabilities recognized in “Short-term operating lease liabilities” and “Operating lease liabilities”. Lease-related costs are included in Research and development and Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. Lease-related costs for the three months ended March 31, 2022 and 2021 are as follows: Three months ended March 31, 2022 2021 Operating lease cost $ 725 $ - Short-term lease cost 104 122 Variable lease cost 286 - Total lease cost $ 1,115 $ 122 Other information related to operating leases as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, 2022 2021 Weighted-average remaining lease term (years) 8.0 5.9 Weighted-average discount rate 7.5 % 7.0 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Operating cash paid to settle operating lease liabilities $ 310 $ - Right-of-use assets obtained in exchange for lease liabilities $ 8,490 $ - Future minimum lease payments under non-cancellable leases as of March 31, 2022 are as follows: Operating Leases Remainder of 2022 $ 2,018 2023 3,972 2024 4,074 2025 4,178 2026 4,254 Thereafter 16,547 Total undiscounted lease payments $ 35,043 Less: Imputed interest 9,580 Less: Lease incentives (1) 9,104 Total lease liabilities $ 16,359 (1) Includes lease incentives that will be realized in 2022.

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN	3 Months Ended
	Mar. 31, 2022
EQUITY INCENTIVE PLAN [Abstract]
EQUITY INCENTIVE PLAN	9. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the Closing of the Business Combination, the Company adjusted the equity awards as described in Note 3 “Business Combination”. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. Stock option activity During the three months ended March 31, 2022, the Company granted 4,371,150 option awards subject to service conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date. Stock-based compensation for stock options for the three months ended March 31, 2022 and 2021 was $1,494 and $457, respectively. A summary of the stock option activity under the 2013 Plan and the 2021 Plan is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 7,726,972 $ 5.14 7.58 $ 24,511 Granted 4,371,150 3.89 Exercised (403,020 ) 1.81 Forfeited (329,897 ) 7.36 Outstanding at March 31, 2022 11,365,205 $ 4.60 8.35 $ 12,341 Options exercisable at March 31, 2022 4,064,440 3.13 6.25 $ 7,802 Vested and expected to vest at March 31, 2022 10,405,587 $ 4.52 8.24 $ 11,744 Restricted stock unit activity During the three months ended March 31, 2022, the Company did not grant any restricted stock unit (“RSU”) awards. RSU awards were forfeited resulting in a reversal of stock-based compensation for the three months ended March 31, 2022 of $4,742. Stock-based compensation for RSU awards for the three months ended March 31, 2022 and 2021 was $(2,208) and $0, respectively. A summary of the RSU activity under the 2013 Plan and the 2021 Plan is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant- Date Fair Value Outstanding non-vested RSUs at December 31, 2021 4,586,972 $ 8.00 Granted - - Vested (543,967 ) 7.91 Forfeited (1,731,371 ) 7.15 Outstanding non-vested RSUs at March 31, 2022 2,311,634 $ 8.97 The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended March 31, 2022 2021 Research and development $ 1,192 $ 340 Selling, general and administrative (1,906 ) 117 Total stock-based compensation $ (714 ) $ 457

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2022
NET LOSS PER SHARE [Abstract]
NET LOSS PER SHARE	10. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including those presented in the table below, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2022 2021 Numerator Net loss $ (35,175 ) $ (11,779 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (35,175 ) $ (11,779 ) Denominator Common stock 138,619,929 5,528,551 Denominator for basic and diluted EPS - weighted-average common stock 138,619,929 5,528,551 Basic and diluted net loss per share $ (0.25 ) $ (2.13 ) Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2022 2021 Outstanding options to purchase common stock 11,365,205 7,814,189 Outstanding restricted stock units 2,311,634 4,474,575 Outstanding warrants 3,968,319 - Outstanding convertible preferred stock (Series A through E) - 90,789,268 17,645,158 103,078,032

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2022
WARRANT LIABILITIES [Abstract]
WARRANT LIABILITIES	11. WARRANT LIABILITIES Public Warrants As of March 31, 2022, there were an aggregate of 3,833,319 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation. Redemptions At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants: ● ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” ​over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) Private Warrants As of March 31, 2022, there were 135,000 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement , The fair value of warrant liabilities was $4,592 as of March 31, 2022. The Company recognized a gain of $2,647 as a Change in fair value of warrant liabilities in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three months ended March 31, 2022.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
INCOME TAXES [Abstract]
INCOME TAXES	12. INCOME TAXES Income taxes for the three months ended March 31, 2022 and 2021 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the three months ended March 31, 2022 and 2021. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, changes in the fair value of warrant liabilities, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2022 and 2021 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized. As a result of the Business Combination, as well as any other equity issuances during the year, the Company is currently evaluating whether an ownership change has occurred under Section 382 of the Internal Revenue Code of 1986, as amended, and whether the Company’s ability to use its pre-change net operating loss and tax credit carryforwards will be limited in future periods. The Company expects to complete its analysis during 2022.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	13. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 under month-to-month lease arrangements for this space for the three months ended March 31, 2022 and 2021. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4Catalyzer Corporation (“4C”), the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the Effective Time of the Business Combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA, the Company terminated its lease agreement with 4C and negotiated an arm’s length lease agreement. Under the ARTSA, the Company and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $ 210 535 The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common ownership, which included payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2022 and December 31, 2021 were $0 and $17, respectively, and are included in the Accounts payable on the condensed consolidated balance sheets. In addition, the Company had transactions with these other entities under common ownership which included payments made by the Company to third parties on behalf of the other entities. The amounts remaining payable at March 31, 2022 and December 31, 2021 are in the aggregate $16 and $15, respectively, and are reflected in the Prepaid expenses and other current assets on the condensed consolidated balance sheets. On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration is made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. There was no amount payable at December 31, . was $1,135 and is reflected in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. Dr. Rothberg and the Company entered into an Executive Chairman Agreement as of June 10, 2021 (the “Executive Chairman Agreement”) in which Dr. Rothberg provides consulting services to the Company for $400 annually. In addition to the Executive Chairman Agreement, Dr. Rothberg also receives fees as the Company’s Chairman of the Board of Directors and a member of the Nominating and Corporate Governance Committee. Quantum-Si paid $114 to Dr. Rothberg for the three months ended March 31, 2022 for the services that were provided to the Company. Dr. Rothberg does not receive any additional compensation for serving as the Company’s Interim Chief Executive Officer.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	14. COMMITMENTS AND CONTINGENCIES Commitments Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes its product and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2022 and 2021. Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or the results of its operations. The Company accrues for contingent liabilities to the extent that the liability is probable and estimable. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS In April 2022, the Company entered into a lease for a facility in Branford, Connecticut for a term of approximately 7 years. Future minimum lease payments under this lease are $1,156.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2022, or any other period. There have been no material changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of March 31, 2022 and December 31, 2021, substantially all of the Company’s cash and cash equivalents and marketable securities were invested in fixed income mutual funds at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any significant losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: ● valuation allowances with respect to deferred tax assets; ● valuation for acquisitions; ● assumptions used for leases; ● valuation of warrant liabilities; and ● assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.
Investments in Marketable Securities	Investments in Marketable Securities The Company’s investments in marketable securities consist of ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as Other expense, net on the condensed consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other expense, net on the condensed consolidated statements of operations and comprehensive loss. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the condensed consolidated balance sheets. For the three months ended March 31, 2022, the Company recognized $11,511 of unrealized losses related to securities still held as of March 31, 2022 and $50 of realized losses related to securities that matured or were sold during the three months ended March 31, 2022.
Leases	Leases Effective December 31, 2021, the Company lost its emerging growth company status which accelerated the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The Company’s adoption of ASU 2016-02 was effective retrospectively to January 1, 2021, the beginning of the year. In accordance with ASU 2016-02, for arrangements in existence as of January 1, 2021 and any new arrangements entered into thereafter The Company’s leases generally do not have a readily determinable implicit discount rate. As such, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. The Company expenses monthly rental payments as incurred in Selling, general and administrative and in Research and development in the condensed consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred. As a result of its adoption of the new lease standard effective January 1, 2021, the Company has implemented new accounting policies and processes which changed the Company’s internal controls over financial reporting for lease accounting.
Goodwill	Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Beginning in 2022, the Company will review goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate that the carrying amount may not be recoverable. In order to test goodwill for impairment, an entity is permitted to first assess qualitative factors to determine whether a quantitative assessment of goodwill is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. If a quantitative assessment is required, the Company determines the fair value of its reporting unit using a combination of the income and market approaches. If the net book value of the reporting unit exceeds its fair value, the Company recognizes a goodwill impairment charge for the reporting unit equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. Such assumptions include projections of future cash flows and the current fair value of the asset. No impairments were recorded for the three months ended March 31, 2022.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2022 or 2021.
Warrant Liabilities	Warrant Liabilities The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third Derivatives and Hedging-Contracts in Entity’s Own Equity
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncement issued or effective during the three months ended March 31, 2022 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

ACQUISITION (Tables)

ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2022
BUSINESS COMBINATION/ACQUISITION [Abstract]
Purchase Price Allocation for Majelac Technologies LLC	The following table summarizes the preliminary purchase price allocation at the acquisition date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level Total Level 1 Level 2 Level 3 March 31, 2022: Assets: Fixed income mutual funds - Cash and cash equivalents $ 29,117 $ 29,117 $ - $ - Marketable securities 399,810 399,810 - - Total assets at fair value on a recurring basis $ 428,927 $ 428,927 $ - $ - Liabilities: Public Warrants $ 4,408 $ 4,408 $ - $ - Private Warrants 184 - - 184 Total liabilities at fair value on a recurring basis $ 4,592 $ 4,408 $ - $ 184 Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2021: Assets: Fixed income mutual funds - Cash and cash equivalents $ 33,965 $ 33,965 $ - $ - Marketable securities 435,519 435,519 - - Total assets at fair value on a recurring basis $ 469,484 $ 469,484 $ - $ - Liabilities: Public Warrants $ 6,900 $ 6,900 $ - $ - Private Warrants 339 - - 339 Total liabilities at fair value on a recurring basis $ 7,239 $ 6,900 $ - $ 339

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	3 Months Ended
	Mar. 31, 2022
PROPERTY AND EQUIPMENT, NET [Abstract]
Property and Equipment, Net	Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, Laboratory and production equipment $ 9,209 $ 7,465 Computer equipment 907 637 Software 179 156 Furniture and fixtures 172 125 Leasehold improvements 970 790 Construction in process 4,041 3,610 Property and equipment, gross 15,478 12,783 Less: Accumulated depreciation (4,327 ) (3,875 ) Property and equipment, net $ 11,151 $ 8,908

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following: March 31, December 31, Employee compensation and benefits $ 2,448 $ 2,680 Contracted services 4,395 2,606 Business acquisition costs and contingencies 1,351 1,331 Legal fees 568 636 Other 17 23 Total accrued expenses and other current liabilities $ 8,779 $ 7,276

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
LEASES [Abstract]
Lease-Related Costs	Lease-related costs for the three months ended March 31, 2022 and 2021 are as follows: Three months ended March 31, 2022 2021 Operating lease cost $ 725 $ - Short-term lease cost 104 122 Variable lease cost 286 - Total lease cost $ 1,115 $ 122
Other Information Related to Operating Leases	Other information related to operating leases as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, 2022 2021 Weighted-average remaining lease term (years) 8.0 5.9 Weighted-average discount rate 7.5 % 7.0 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Operating cash paid to settle operating lease liabilities $ 310 $ - Right-of-use assets obtained in exchange for lease liabilities $ 8,490 $ -
Future Minimum Lease Payments Under Non-Cancellable Leases	Future minimum lease payments under non-cancellable leases as of March 31, 2022 are as follows: Operating Leases Remainder of 2022 $ 2,018 2023 3,972 2024 4,074 2025 4,178 2026 4,254 Thereafter 16,547 Total undiscounted lease payments $ 35,043 Less: Imputed interest 9,580 Less: Lease incentives (1) 9,104 Total lease liabilities $ 16,359 (1) Includes lease incentives that will be realized in 2022.

EQUITY INCENTIVE PLAN (Tables)

EQUITY INCENTIVE PLAN (Tables)	3 Months Ended
	Mar. 31, 2022
EQUITY INCENTIVE PLAN [Abstract]
Stock Option Activity	A summary of the stock option activity under the 2013 Plan and the 2021 Plan is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 7,726,972 $ 5.14 7.58 $ 24,511 Granted 4,371,150 3.89 Exercised (403,020 ) 1.81 Forfeited (329,897 ) 7.36 Outstanding at March 31, 2022 11,365,205 $ 4.60 8.35 $ 12,341 Options exercisable at March 31, 2022 4,064,440 3.13 6.25 $ 7,802 Vested and expected to vest at March 31, 2022 10,405,587 $ 4.52 8.24 $ 11,744
Restricted Stock Activity	A summary of the RSU activity under the 2013 Plan and the 2021 Plan is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant- Date Fair Value Outstanding non-vested RSUs at December 31, 2021 4,586,972 $ 8.00 Granted - - Vested (543,967 ) 7.91 Forfeited (1,731,371 ) 7.15 Outstanding non-vested RSUs at March 31, 2022 2,311,634 $ 8.97
Stock-Based Compensation Expense	The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended March 31, 2022 2021 Research and development $ 1,192 $ 340 Selling, general and administrative (1,906 ) 117 Total stock-based compensation $ (714 ) $ 457

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
NET LOSS PER SHARE [Abstract]
Basic and Diluted Net Loss Per Share	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2022 2021 Numerator Net loss $ (35,175 ) $ (11,779 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (35,175 ) $ (11,779 ) Denominator Common stock 138,619,929 5,528,551 Denominator for basic and diluted EPS - weighted-average common stock 138,619,929 5,528,551 Basic and diluted net loss per share $ (0.25 ) $ (2.13 )
Anti-Dilutive Common Equivalent Shares	Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2022 2021 Outstanding options to purchase common stock 11,365,205 7,814,189 Outstanding restricted stock units 2,311,634 4,474,575 Outstanding warrants 3,968,319 - Outstanding convertible preferred stock (Series A through E) - 90,789,268 17,645,158 103,078,032

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Sep. 09, 2020
Investments in Marketable Securities [Abstract]
Unrealized losses on marketable securities	$ (11,511)
Realized losses on marketable securities	(50)
Goodwill [Abstract]
Impairments	0
Impairment of Long-Lived Assets [Abstract]
Impairments	$ 0	$ 0
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares)			0.33

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) - HighCape [Member] $ / shares in Units, $ in Thousands	Jun. 10, 2021USD ($)$ / sharesshares	Mar. 31, 2022Vote	Feb. 18, 2021
Business Combination [Abstract]
Exchange Ratio			0.7975
Class A Common Stock [Member]
Business Combination [Abstract]
Votes per share | Vote		1
Shares outstanding (in shares)	116,463,160
Class A Common Stock [Member] | PIPE Investors [Member]
Business Combination [Abstract]
Shares issued (in shares)	42,500,000
Share price (in dollars per share) | $ / shares	$ 10
Aggregate gross proceeds | $	$ 425,001
Class A Common Stock [Member] | Certain Affiliates of Foresite Capital Management, LLC [Member]
Business Combination [Abstract]
Shares issued (in shares)	696,250
Share price (in dollars per share) | $ / shares	$ 0.001
Aggregate gross proceeds | $	$ 1
Class B Common Stock [Member]
Business Combination [Abstract]
Votes per share | Vote		20
Shares outstanding (in shares)	19,937,500
Class B Common Stock [Member] | Minimum [Member]
Business Combination [Abstract]
Percentage of total shares that must be beneficially owned included in sunset provision		20.00%

ACQUISITION (Details)

ACQUISITION (Details) shares in Thousands, $ in Thousands	May 04, 2022USD ($)Milestone	Nov. 05, 2021USD ($)shares	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)
Purchase Price Allocation [Abstract]
Goodwill			$ 9,483	$ 9,483
Majelac [Member]
Acquisition [Abstract]
Cash paid for acquisition		$ 4,632
Reimbursement for certain recently purchased equipment		$ 132
Shares issued (in shares) | shares		535,715
Shares issued		$ 4,232
Additional shares to be issued to satisfy unresolved claims for indemnification (in shares) | shares		59,523
Additional shares to be issued to satisfy unresolved claims for indemnification		$ 471
Period to issue additional shares after Closing Date			12 months
Legal fees assumed		50
Cash held back		500
Period to hold cash back			6 months
Additional payment subject to certain future milestones being met		800
Fair value of additional payment subject to certain future milestones being met		531
Purchase Price Allocation [Abstract]
Prepaid expenses and other current assets		27
Property and equipment, net		906
Goodwill		9,483
Total		$ 10,416
Amortization period for goodwill for tax purposes			15 years
Acquisition-related costs			$ 25
Majelac [Member] | Subsequent Event [Member]
Acquisition [Abstract]
Payment of additional purchase price consideration	$ 500
Payment of contingent consideration after first milestone was met	$ 400
Number of milestones met | Milestone	1
Number of milestones to be met | Milestone	2

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / shares	Dec. 31, 2021USD ($)
Fair Value Asset Transfers [Abstract]
Transfers from Level 1 to Level 2	$ 0
Transfers from Level 2 to Level 1	0
Transfers into Level 3	0
Transfers out of Level 3	0
Fair Value Liability Transfers [Abstract]
Transfers from Level 1 to Level 2	0
Transfers from Level 2 to Level 1	0
Transfers into Level 3	0
Transfers out of Level 3	0
Recurring [Member]
Assets [Abstract]
Fixed income mutual funds - Cash and cash equivalents	29,117	$ 33,965
Marketable securities	399,810	435,519
Total assets	428,927	469,484
Liabilities [Abstract]
Total liabilities	4,592	7,239
Recurring [Member] | Level 1 [Member]
Assets [Abstract]
Fixed income mutual funds - Cash and cash equivalents	29,117	33,965
Marketable securities	399,810	435,519
Total assets	428,927	469,484
Liabilities [Abstract]
Total liabilities	4,408	6,900
Recurring [Member] | Level 2 [Member]
Assets [Abstract]
Fixed income mutual funds - Cash and cash equivalents	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	0	0
Recurring [Member] | Level 3 [Member]
Assets [Abstract]
Fixed income mutual funds - Cash and cash equivalents	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	184	339
Recurring [Member] | Private Warrants [Member]
Liabilities [Abstract]
Warrants	184	339
Recurring [Member] | Private Warrants [Member] | Level 1 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Private Warrants [Member] | Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Private Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrants	184	339
Recurring [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrants	4,408	6,900
Recurring [Member] | Public Warrants [Member] | Level 1 [Member]
Liabilities [Abstract]
Warrants	4,408	6,900
Recurring [Member] | Public Warrants [Member] | Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Public Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrants	$ 0	$ 0
Warrants [Member] | Private Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.641
Warrants [Member] | Private Warrants [Member] | Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.0242
Warrants [Member] | Private Warrants [Member] | Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input | $ / shares	11.50
Warrants [Member] | Private Warrants [Member] | Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input | $ / shares	4.68
Warrants [Member] | Private Warrants [Member] | Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	4 years 4 months 24 days

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property and Equipment, Net [Abstract]
Property and equipment	$ 15,478		$ 12,783
Less: Accumulated depreciation	(4,327)		(3,875)
Property and equipment, net	11,151		8,908
Depreciation and amortization expense	452	$ 213
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	9,209		7,465
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	907		637
Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	179		156
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	172		125
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	970		790
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	$ 4,041		$ 3,610

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts Expenses and Other Current Liabilities [Abstract]
Employee compensation and benefits	$ 2,448	$ 2,680
Contracted service	4,395	2,606
Business acquisition costs and contingencies	1,351	1,331
Legal fees	568	636
Other	17	23
Total accrued expenses and other current liabilities	$ 8,779	$ 7,276

LEASES, Lease Terms (Details)

LEASES, Lease Terms (Details)	Mar. 31, 2022
Minimum [Member]
Operating Lease, Description [Abstract]
Lease term	1 year
Renewal term	1 year
Maximum [Member]
Operating Lease, Description [Abstract]
Lease term	10 years
Renewal term	10 years

LEASES, Lease-Related Costs (De

LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Lease-Related Costs [Abstract]
Operating lease cost	$ 725	$ 0
Short-term lease cost	104	122
Variable lease cost	286	0
Total lease cost	$ 1,115	$ 122

LEASES, Other Information Relat

LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Weighted Average Remaining Term and Discount Rate [Abstract]
Weighted-average remaining lease term	8 years		5 years 10 months 24 days
Weighted-average discount rate	7.50%		7.00%
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 310	$ 0
Right-of-use assets obtained in exchange for lease liabilities	$ 8,490	$ 0

LEASES, Future Minimum Lease Pa

LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands	Mar. 31, 2022USD ($)
Future Minimum Lease Payments [Abstract]
Remainder of 2022	$ 2,018
2023	3,972
2024	4,074
2025	4,178
2026	4,254
Thereafter	16,547
Total undiscounted lease payments	35,043
Less: Imputed interest	9,580
Less: Lease incentives	9,104	[1]
Total lease liabilities	$ 16,359
[1]	Includes lease incentives that will be realized in 2022.

EQUITY INCENTIVE PLAN, Stock Op

EQUITY INCENTIVE PLAN, Stock Option Activity (Details) - Stock Options [Member] - 2013 and 2021 Plans [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Stock Option Activity [Abstract]
Stock-based compensation expense	$ 1,494	$ 457
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)	7,726,972
Granted (in shares)	4,371,150
Exercised (in shares)	(403,020)
Forfeited (in shares)	(329,897)
Outstanding, ending balance (in shares)	11,365,205		7,726,972
Options exercisable (in shares)	4,064,440
Vested and expected to vest (in shares)	10,405,587
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share)	$ 5.14
Granted (in dollars per share)	3.89
Exercised (in dollars per share)	1.81
Forfeited (in dollars per share)	7.36
Outstanding, ending balance (in dollars per share)	4.60		$ 5.14
Options exercisable (in dollars per share)	3.13
Vested and expected to vest (in dollars per share)	$ 4.52
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding	8 years 4 months 6 days		7 years 6 months 29 days
Weighted average remaining contractual term, options exercisable	6 years 3 months
Weighted average remaining contractual term, vested and expected to vest	8 years 2 months 26 days
Aggregate intrinsic value, outstanding, beginning balance	$ 24,511
Aggregate intrinsic value, outstanding, ending balance	12,341		$ 24,511
Aggregate intrinsic value, options exercisable	7,802
Aggregate intrinsic value, vested and expected to vest	$ 11,744

EQUITY INCENTIVE PLAN, Restrict

EQUITY INCENTIVE PLAN, Restricted Stock Unit Activity (Details) - RSU Awards [Member] - 2013 and 2021 Plans [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restricted Stock Unit Activity [Abstract]
Stock-based compensation expense	$ (2,208)	$ 0
Number of Shares Underlying RSUs [Roll Forward]
Outstanding non-vested RSUs, beginning balance (in shares)	4,586,972
Granted (in shares)	0
Vested (in shares)	(543,967)
Forfeited (in shares)	(1,731,371)
Outstanding non-vested RSUs, ending balance (in shares)	2,311,634
Weighted Average Grant-Date Fair Value [Abstract]
Outstanding non-vested RSUs, beginning balance (in dollars per share)	$ 8
Granted (in dollars per share)	0
Vested (in dollars per share)	7.91
Forfeited (in dollars per share)	7.15
Outstanding non-vested RSUs, ending balance (in dollars per share)	$ 8.97
Chief Executive Officer [Member]
Restricted Stock Unit Activity [Abstract]
Stock-based compensation expense	$ (4,742)

EQUITY INCENTIVE PLAN, Stock-Ba

EQUITY INCENTIVE PLAN, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ (714)	$ 457
Research and Development [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	1,192	340
Selling, General and Administrative [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ (1,906)	$ 117

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator [Abstract]
Net loss	$ (35,175)	$ (11,779)
Numerator for basic EPS - loss attributable to common stockholders	(35,175)	(11,779)
Numerator for diluted EPS - loss attributable to common stockholders	$ (35,175)	$ (11,779)
Denominator [Abstract]
Common stock (in shares)	138,619,929	5,528,551
Denominator for basic EPS - weighted-average common stock (in shares)	138,619,929	5,528,551
Denominator for diluted EPS - weighted-average common stock (in shares)	138,619,929	5,528,551
Basic net loss per share (in dollars per share)	$ (0.25)	$ (2.13)
Diluted net loss per share (in dollars per share)	$ (0.25)	$ (2.13)
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	17,645,158	103,078,032
Outstanding Convertible Preferred Stock (Series A through E) [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	0	90,789,268
Outstanding Options to Purchase Common Stock [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	11,365,205	7,814,189
Outstanding Restricted Stock Units [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	2,311,634	4,474,575
Outstanding Warrants [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	3,968,319	0

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Warrants [Abstract]
Fair value of warrant liabilities	$ 4,592		$ 7,239
Change in fair value of warrant liabilities	$ 2,647	$ 0
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	3,833,319
Number of shares to be issued upon exercise of warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Period prior to notice of redemption	3 days
Trading day period to calculate fair market value over exercise price of warrants	10 days
Beneficial ownership percentage	50.00%
Warrants exercised (in shares)	0
Warrants redeemed (in shares)	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000
Warrant redemption price (in dollars per share)	$ 0.01
Limitation period to transfer, assign or sell warrants	30 days
Warrants exercised (in shares)	0
Warrants redeemed (in shares)	0

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
INCOME TAXES [Abstract]
Estimated annual effective tax rate	0.00%	0.00%
Federal statutory rate	21.00%	21.00%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	May 05, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party [Member] | Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Payments to related party		$ 80	$ 80
4C [Member] | Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Related party expenses		50	38
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Related party expenses		210	$ 535
Due to related parties		140		$ 128
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Accrued Expenses and Other Current Liabilities [Member]
Related Party Transactions [Abstract]
Due to related parties		72
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Accounts Payable [Member]
Related Party Transactions [Abstract]
Due to related parties		68		128
Other Companies Controlled by Rothberg Family [Member] | Payments Made to Third Parties on Behalf of the Company Under ARTSA [Member] | Accounts Payable [Member]
Related Party Transactions [Abstract]
Due to related parties		0		17
Other Companies Controlled by Rothberg Family [Member] | Payments Made to Third Parties on Behalf of Other Entities Under ARTSA [Member] | Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties		16		15
PEI [Member] | Binders Collaboration [Member]
Related Party Transactions [Abstract]
Due to related parties				$ 0
PEI [Member] | Binders Collaboration [Member] | Subsequent Event [Member]
Related Party Transactions [Abstract]
Payments to related party	$ 1,135
PEI [Member] | Binders Collaboration [Member] | Accrued Expenses and Other Current Liabilities [Member]
Related Party Transactions [Abstract]
Due to related parties		1,135
Dr. Rothberg [Member] | Executive Chairman Agreement [Member]
Related Party Transactions [Abstract]
Payments to related party		114
Annual amount of transaction with related party		$ 400

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	$ 220
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	$ 0	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Mar. 31, 2022
Subsequent Events [Abstract]
Future minimum lease payments		$ 35,043
Subsequent Event [Member] | Facility in Branford, Connecticut [Member]
Subsequent Events [Abstract]
Lease term	7 years
Future minimum lease payments	$ 1,156