Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 119,881,495 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 78,263 | $ 35,785 |
Marketable securities | 293,811 | 435,519 |
Prepaid expenses and other current assets | 6,799 | 5,868 |
Total current assets | 378,873 | 477,172 |
Property and equipment, net | 13,764 | 8,908 |
Goodwill | 9,483 | 9,483 |
Other assets | 697 | 690 |
Operating lease right-of-use assets | 15,166 | 6,973 |
Total assets | 417,983 | 503,226 |
Current liabilities: | ||
Accounts payable | 1,775 | 3,393 |
Accrued expenses and other current liabilities | 9,586 | 7,276 |
Short-term operating lease liabilities | 1,280 | 859 |
Total current liabilities | 12,641 | 11,528 |
Long-term liabilities: | ||
Warrant liabilities | 2,118 | 7,239 |
Other long-term liabilities | 0 | 206 |
Operating lease liabilities | 15,774 | 7,219 |
Total liabilities | 30,533 | 26,192 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Additional paid-in capital | 753,970 | 744,252 |
Accumulated deficit | (366,534) | (267,232) |
Total stockholders' equity | 387,450 | 477,034 |
Total liabilities and stockholders' equity | 417,983 | 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 | Sep. 30, 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) | 119,848,170 | 118,025,410 |
Common stock, shares outstanding (in shares) | 119,848,170 | 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 16,675 | $ 11,104 | $ 53,905 | $ 32,190 |
Selling, general and administrative | 10,983 | 14,071 | 31,093 | 36,928 |
Total operating expenses | 27,658 | 25,175 | 84,998 | 69,118 |
Loss from operations | (27,658) | (25,175) | (84,998) | (69,118) |
Interest expense | 0 | 0 | 0 | (5) |
Dividend income | 1,381 | 739 | 3,288 | 741 |
Change in fair value of warrant liabilities | 137 | 6,975 | 5,121 | 3,442 |
Other (expense), net | (5,573) | (630) | (22,713) | (627) |
Loss before provision for income taxes | (31,713) | (18,091) | (99,302) | (65,567) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (31,713) | (18,091) | (99,302) | (65,567) |
Comprehensive loss | $ (31,713) | $ (18,091) | $ (99,302) | $ (65,567) |
Net loss per common share attributable to common stockholders, basic (in dollars per share) | $ (0.23) | $ (0.13) | $ (0.71) | $ (1.09) |
Net loss per common share attributable to common stockholders, diluted (in dollars per share) | $ (0.23) | $ (0.13) | $ (0.71) | $ (1.09) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 139,542,660 | 136,456,848 | 139,057,663 | 60,104,891 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 139,542,660 | 136,456,848 | 139,057,663 | 60,104,891 |
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, 2020 | $ 195,814 | ||||
Balance (in shares) at Dec. 31, 2020 | 90,789,268 | ||||
Balance at Sep. 30, 2021 | $ 0 | ||||
Balance (in shares) at Sep. 30, 2021 | 0 | ||||
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 | (65,567) | ||||
Balance at Sep. 30, 2021 | $ 12 | $ 2 | 731,711 | (237,810) | 493,915 |
Balance (in shares) at Sep. 30, 2021 | 116,717,990 | 19,937,500 | |||
Balance at Mar. 31, 2021 | $ 195,810 | ||||
Balance (in shares) at Mar. 31, 2021 | 90,789,268 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of the convertible preferred stock into Class A and B common stock | $ (195,810) | ||||
Conversion of the convertible preferred stock into Class A and B common stock (in shares) | (90,789,268) | ||||
Balance at Jun. 30, 2021 | $ 0 | ||||
Balance (in shares) at Jun. 30, 2021 | 0 | ||||
Balance at Mar. 31, 2021 | $ 1 | $ 0 | 13,973 | (184,022) | $ (170,048) |
Balance (in shares) at Mar. 31, 2021 | 5,959,524 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (35,697) | (35,697) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | $ 0 | 2,712 | 0 | 2,712 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 1,327,823 | 0 | |||
Conversion of the convertible preferred stock into common stock | $ 5 | $ 2 | 195,803 | 0 | 195,810 |
Conversion of the convertible preferred stock into common stock (in shares) | 52,466,941 | 19,937,500 | |||
Net equity infusion from the Business Combination | $ 6 | $ 0 | 501,166 | 0 | 501,172 |
Net equity infusion from the Business Combination (in shares) | 56,708,872 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | 9,987 | 0 | 9,987 |
Balance at Jun. 30, 2021 | $ 12 | $ 2 | 723,641 | (219,719) | 503,936 |
Balance (in shares) at Jun. 30, 2021 | 116,463,160 | 19,937,500 | |||
Balance at Sep. 30, 2021 | $ 0 | ||||
Balance (in shares) at Sep. 30, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (18,091) | $ (18,091) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | $ 0 | 676 | 0 | 676 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 254,830 | 0 | |||
Net equity infusion from the Business Combination | $ 0 | $ 0 | (2) | 0 | (2) |
Net equity infusion from the Business Combination (in shares) | 0 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | 7,396 | 0 | 7,396 |
Balance at Sep. 30, 2021 | $ 12 | $ 2 | 731,711 | (237,810) | 493,915 |
Balance (in shares) at Sep. 30, 2021 | 116,717,990 | 19,937,500 | |||
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 | |||
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 | (99,302) | ||||
Balance at Sep. 30, 2022 | $ 12 | $ 2 | 753,970 | (366,534) | 387,450 |
Balance (in shares) at Sep. 30, 2022 | 119,848,170 | 19,937,500 | |||
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (32,414) | (32,414) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | 0 | 264 | 0 | 264 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 271,731 | ||||
Stock-based compensation | $ 0 | 0 | 3,770 | 0 | 3,770 |
Balance at Jun. 30, 2022 | $ 12 | $ 2 | 748,302 | (334,821) | 413,495 |
Balance (in shares) at Jun. 30, 2022 | 119,244,128 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (31,713) | (31,713) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | 0 | 1,625 | 0 | 1,625 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 604,042 | ||||
Stock-based compensation | $ 0 | 0 | 4,043 | 0 | 4,043 |
Balance at Sep. 30, 2022 | $ 12 | $ 2 | $ 753,970 | $ (366,534) | $ 387,450 |
Balance (in shares) at Sep. 30, 2022 | 119,848,170 | 19,937,500 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (99,302) | $ (65,567) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,789 | 712 |
Loss on marketable securities (realized and unrealized) | 22,783 | 634 |
Loss on disposal of fixed assets | 9 | 0 |
Change in fair value of warrant liabilities | (5,121) | (3,442) |
Change in fair value of contingent consideration | 141 | 0 |
Stock-based compensation | 7,099 | 17,840 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (931) | (4,049) |
Other assets | (7) | (117) |
Other assets - related party | 0 | 738 |
Operating lease right-of-use assets | (8,193) | (6,443) |
Accounts payable | (444) | 1,268 |
Accrued expenses and other current liabilities | 2,224 | 2,627 |
Operating lease liabilities | 8,976 | 7,451 |
Net cash used in operating activities | (70,977) | (48,348) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (7,241) | (3,123) |
Purchases of marketable securities | (834) | (438,736) |
Sales of marketable securities | 119,759 | 0 |
Net cash provided by (used in) investing activities | 111,684 | (441,859) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 2,619 | 4,387 |
Net proceeds from equity infusion from the Business Combination | 0 | 512,794 |
Payment of notes payable | 0 | (1,749) |
Payment of contingent consideration - business acquisition | (348) | 0 |
Payment of deferred consideration - business acquisition | (500) | 0 |
Stock issuance costs for Series E convertible preferred stock | 0 | (4) |
Principal payments under finance lease obligations | 0 | (28) |
Net cash provided by financing activities | 1,771 | 515,400 |
Net increase in cash and cash equivalents | 42,478 | 25,193 |
Cash and cash equivalents at beginning of period | 35,785 | 36,910 |
Cash and cash equivalents at end of period | 78,263 | 62,103 |
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 | 798 | 599 |
Forgiveness of related party promissory notes | 0 | 150 |
Noncash equity related transaction costs from the Business Combination | 0 | 6 |
Noncash equity related warrants from the Business Combination | 0 | 11,618 |
Conversion of the convertible preferred stock into Class A and Class B common stock | $ 0 | $ 195,810 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 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 financial information prior to the Business Combination 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 TM TM TM 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 | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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, including inflation on product and service costs. 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. Other Global Developments In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. While these rate increases have not had a significant adverse impact on the Company to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact the Company in the future. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment. In addition, although the Company has no operations in or direct exposure to Russia, Belarus and Ukraine, the Company has experienced limited constraints in availability and increasing costs required to obtain some materials and supplies due, in part, to the negative impact of the Russia-Ukraine military conflict on the global economy. To date, the Company’s business has not been materially impacted by the conflict, however, as the conflict continues or worsens, it may impact the Company’s business, financial condition or results of operations. 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 September 30, 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. After considering dividend income derived from such investments, the Company has not recognized any significant realized 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 include: ● valuation allowances with respect to deferred tax assets; ● valuation for acquisitions; ● valuation of goodwill; ● 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. Foreign Currency Translation and Transactions For the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar-based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in Stockholders’ equity and are included as a component of Other comprehensive (loss)/income. The translational effects of revaluing non-functional currency assets and liabilities into the functional currency are recorded as Other (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Company realizes foreign currency gains/(losses) in the normal course of business based on movement in the applicable exchange rates. These transactional gains/(losses) are included as a component of Other (expense), net in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 and for the three and nine months ended September 30, 2022, there was no material effect of foreign currency translation and transactions on the 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 and nine months ended September 30, 2022, the Company reported unrealized losses of $4,240 and $20,384, respectively, related to securities held as of September 30, 2022. Realized losses related to securities that matured or were sold during the three and nine months ended September 30, 2022 were $1,348 and $2,399, respectively. For the three and nine months ended September 30, 2022, the Company recognized $1,381 and $3,288, respectively, in dividend income from marketable securities. For the three and nine months ended September 30, 2021, the Company reported unrealized losses of $634 related to securities held as of September 30, 2021. There were no realized losses related to securities that matured or were sold during the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2021, the Company recognized $739 and $741, respectively, in dividend income from marketable securities. 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 determines if an arrangement is a lease at inception and records right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets at lease commencement. 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. No impairments were recorded for the three and nine months ended September 30, 2022 or 2021. 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 which primarily include, but are not limited to, discount rates, terminal growth rates, market comparables, and capital expenditure and cash flow forecasts, goodwill 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 and nine months ended September 30, 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 and nine months ended September 30, 2022 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 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 was 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 was treated as the “acquired” company for accounting purposes and the Business Combination was 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 were 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 were 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 and 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 | 9 Months Ended |
Sep. 30, 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 “Majelac 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 Majelac 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 was to be paid six months after the Majelac Closing Date less any amount that could be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531. On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Majelac Closing Date) for first of two milestones 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. The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416 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 and nine months ended September 30, 2022 including transaction costs such as legal, accounting, valuation and other professional services, were $0 and $26, respectively, 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 | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 September 30, 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 September 30, 2022, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 72.7%, (ii) risk-free interest rate of 4.10%, (iii) strike price of $11.50, (iv) fair value of common stock of $2.75, and (v) expected life of 3.7 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 September 30 2022 Assets: Fixed income mutual funds - Cash and cash equivalents $ 77,567 $ 77,567 $ - $ - Marketable securities 293,811 293,811 - - Total assets at fair value on a recurring basis $ 371,378 $ 371,378 $ - $ - Liabilities: Public Warrants $ 2,032 $ 2,032 $ - $ - Private Warrants 86 - - 86 Total liabilities at fair value on a recurring basis $ 2,118 $ 2,032 $ - $ 86 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 | 9 Months Ended |
Sep. 30, 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: September 30, December 31, Laboratory and production equipment $ 13,353 $ 7,465 Computer equipment 1,291 637 Software 188 156 Furniture and fixtures 216 125 Leasehold improvements 1,277 790 Construction in process 3,101 3,610 Property and equipment, gross 19,426 12,783 Less: Accumulated depreciation (5,662 ) (3,875 ) Property and equipment, net $ 13,764 $ 8,908 Depreciation expense amounted to $729 and $264 for the three months ended September 30, 2022 and 2021, respectively, and $1,789 and $712 for the nine months ended September 30, 2022 and 2021, respectively. The Company had disposals of $9 relating to property and equipment of $11 with accumulated depreciation of $2 for the nine months ended September 30, 2022. There were no disposals for the nine months ended September 30, 2021. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 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: September 30, December 31, Employee compensation and benefits $ 4,766 $ 2,680 Contracted services 3,215 2,606 Business acquisition costs and contingencies 779 1,331 Legal fees 802 636 Other 24 23 Total accrued expenses and other current liabilities $ 9,586 $ 7,276 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021 are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Operating lease cost $ 819 $ 240 $ 2,352 $ 240 Short-term lease cost 110 133 322 382 Variable lease cost 321 21 922 21 Total lease cost $ 1,250 $ 394 $ 3,596 $ 643 Other information related to operating leases as of September 30, 2022 and December 31, 2021 is as follows: September 30, December 31, 2022 2021 Weighted-average remaining lease term (years) 7.5 5.9 Weighted-average discount rate 7.6 % 7.0 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the nine months ended September 30, 2022 and 2021: Nine months ended September 30, 2022 2021 Operating cash paid to settle operating lease liabilities $ 1,362 $ - Right-of-use assets obtained in exchange for lease liabilities $ 9,466 $ 6,600 Future minimum lease payments under non-cancellable leases as of September 30, 2022 are as follows: Operating Leases Remainder of 2022 $ 1,028 2023 4,159 2024 4,266 2025 4,376 2026 4,456 Thereafter 17,039 Total undiscounted lease payments $ 35,324 Less: Imputed interest 9,166 Less: Lease incentives (1) 9,104 Total lease liabilities $ 17,054 (1) Includes lease incentives that may be realized in 2022 and 2023. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2022, the Company granted 6,903,630 stock option awards to participants with vesting subject to the participant’s continued employment with the Company through the applicable vesting date, which included 2,000,000 stock options granted to the President and Chief Operating Officer of the Company subject to service and/or market conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date. The market condition requires that the Company’s Class A common stock trades above a specified level for a defined period of time. Stock-based compensation related to stock options for the three months ended September 30, 2022 and 2021 was $1,868 and $1,556, respectively. Stock-based compensation related to stock options for the nine months ended September 30, 2022 and 2021 was $5,169 and $4,608, 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 6,903,630 3.72 Exercised (1,069,934 ) 2.45 Forfeited (1,315,366 ) 5.48 Outstanding at September 30, 2022 12,245,302 $ 4.47 8.20 $ 1,076 Options exercisable at September 30, 2022 4,357,864 3.74 6.27 $ 1,007 Vested and expected to vest at September 30, 2022 11,208,571 $ 4.43 8.10 $ 1,067 Restricted stock unit activity During the nine months ended September 30, 2022, the Company granted 66,666 restricted stock unit (“RSU”) awards. RSU awards were forfeited resulting in a reversal of stock-based compensation for the nine months ended September 30, 2022 of $4,742. Stock-based compensation related to RSU awards for the three months ended September 30, 2022 and 2021 was $2,175 and $5,840, respectively. Stock-based compensation related to RSU awards for the nine months ended September 30, 2022 and 2021 was $1,930 and $13,232, 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 66,666 3.00 Vested (752,826 ) 8.23 Forfeited (1,816,102 ) 7.23 Outstanding non-vested RSUs at September 30, 2022 2,084,710 $ 8.43 The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Research and development $ 1,114 $ 1,520 $ 3,460 $ 4,343 Selling, general and administrative 2,929 5,876 3,639 13,497 Total stock-based compensation $ 4,043 $ 7,396 $ 7,099 $ 17,840 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 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 September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator Net loss $ (31,713 ) $ (18,091 ) $ (99,302 ) $ (65,567 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (31,713 ) $ (18,091 ) $ (99,302 ) $ (65,567 ) Denominator Common stock 139,542,660 136,456,848 139,057,663 60,104,891 Denominator for basic and diluted EPS - weighted-average common stock 139,542,660 136,456,848 139,057,663 60,104,891 Basic and diluted net loss per share $ (0.23 ) $ (0.13 ) $ (0.71 ) $ (1.09 ) Since the Company was in a net loss position for all periods presented, the basic net loss per share calculation excludes preferred stock for the three and nine months ended September 30, 2021 as it did 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 September 30, Nine months ended September 30, 2022 2021 2022 2021 Outstanding options to purchase common stock 12,245,302 8,126,177 12,245,302 8,126,177 Outstanding restricted stock units 2,084,710 4,861,315 2,084,710 4,861,315 Outstanding warrants 3,968,319 3,968,319 3,968,319 3,968,319 18,298,331 16,955,811 18,298,331 16,955,811 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
WARRANT LIABILITIES [Abstract] | |
WARRANT LIABILITIES | 11. Public Warrants As of September 30, 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 September 30, 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 $2,118 and $7,239 as of September 30, 2022 and December 31, 2021, respectively. The Company recognized a gain of $137 and $5,121 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022. The Company recognized a gain of $6,975 and $3,442 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and nine months ended September 30, 2022 or 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Income taxes for the three and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and 2021, respectively, and $241 for the nine months ended September 30, 2022 and 2021, respectively. 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 $ 149 203 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the three months ended September 30, 2022 and 2021, respectively. The Company incurred expenses of $517 and $1,782, which included $141 and $112 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the nine months ended September 30, 2022 and 2021, respectively. eets, respectively . The amounts advanced and due from 4C at September 30, 2022 and December 31, 2021, related to operating expenses were $3 and $0, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets 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 September 30, 2022 and December 31, 2021 were $17 in both periods and are included in Accrued expenses and other current liabilities and Accounts payable on the condensed consolidated balance sheets, respectively. 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 September 30, 2022 and December 31, 2021 were in the aggregate $2 and $15, respectively, and are reflected in 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 was 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. Effective March 31, 2022, the Collaboration with PEI was terminated, and the Company agreed to pay a final payment of $1,135 under the Collaboration for all services rendered. There was no amount payable at September 30, 2022 or December 31, 2021. Dr. Rothberg and the Company entered into an Executive Chairman Agreement as of June 10, 2021 (the “Executive Chairman Agreement”) in which Dr. Rothberg provided consulting services to the Company for $400 annually. Effective as of November 1, 2022, the Executive Chairman Agreement was terminated. For more information, see Note 15 “Subsequent Events”. Dr. Rothberg also receives fees as the Company’s Chairman of the Board of Directors and a member of the Board and Nominating and Corporate Governance Committee. The Company paid $113 and $341 to Dr. Rothberg for the three and nine months ended September 30, 2022, respectively, for all services provided to the Company. The Company paid $25 to Dr. Rothberg for the three and nine months ended September 30, 2021 for the services that were provided to the Company. Dr. Rothberg did not receive any additional compensation for serving as the Company’s Interim Chief Executive Officer. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS On October 4, 2022, the Company announced that Jeffrey Hawkins was appointed by the Company’s board of directors as Chief Executive Officer, effective as of October 10, 2022 (the “Appointment Date”). In connection with Mr. Hawkins’ appointment as Chief Executive Officer, the board of directors also approved an increase in the size of the board of directors from seven to eight members and appointed Mr. Hawkins to fill the newly created vacancy, effective as of the Appointment Date, to serve for a term to continue until the Company’s next annual meeting of stockholders. In connection with Mr. Hawkins’ appointment, Jonathan M. Rothberg, Ph.D., who had been serving as our Interim Chief Executive Officer, stepped down from that role effective as of the Appointment Date. Effective November 1, 2022, the Executive Chairman Agreement was terminated and the Company entered into an Advisory Agreement with Dr. Rothberg (the “Advisory Agreement”), pursuant to which Dr. Rothberg advises the Company’s Chief Executive Officer and the board of directors on strategic matters, and provides consulting, business development and similar services on matters relating to the Company’s current, future and potential scientific and strategic initiatives and such other consulting services reasonably requested from time to time. Pursuant to the Advisory Agreement, as compensation for the services provided thereunder, the Company will grant to Dr. Rothberg an option to purchase 250,000 shares of the Company’s Class A common stock pursuant to the Company’s 2021 Equity Incentive Plan as of the date of the second business day following the Company’s earnings call with respect to the fiscal year ended December 31, 2022. In connection with the Advisory Agreement, Dr. Rothberg’s title was changed from Executive Chairman to Chairman of the Board of Directors. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 September 30, 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. After considering dividend income derived from such investments, the Company has not recognized any significant realized 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 include: ● valuation allowances with respect to deferred tax assets; ● valuation for acquisitions; ● valuation of goodwill; ● 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. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions For the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar-based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in Stockholders’ equity and are included as a component of Other comprehensive (loss)/income. The translational effects of revaluing non-functional currency assets and liabilities into the functional currency are recorded as Other (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Company realizes foreign currency gains/(losses) in the normal course of business based on movement in the applicable exchange rates. These transactional gains/(losses) are included as a component of Other (expense), net in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 and for the three and nine months ended September 30, 2022, there was no material effect of foreign currency translation and transactions on the 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 and nine months ended September 30, 2022, the Company reported unrealized losses of $4,240 and $20,384, respectively, related to securities held as of September 30, 2022. Realized losses related to securities that matured or were sold during the three and nine months ended September 30, 2022 were $1,348 and $2,399, respectively. For the three and nine months ended September 30, 2022, the Company recognized $1,381 and $3,288, respectively, in dividend income from marketable securities. For the three and nine months ended September 30, 2021, the Company reported unrealized losses of $634 related to securities held as of September 30, 2021. There were no realized losses related to securities that matured or were sold during the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2021, the Company recognized $739 and $741, respectively, in dividend income from marketable securities. |
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 determines if an arrangement is a lease at inception and records right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets at lease commencement. 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. No impairments were recorded for the three and nine months ended September 30, 2022 or 2021. 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 which primarily include, but are not limited to, discount rates, terminal growth rates, market comparables, and capital expenditure and cash flow forecasts, goodwill |
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 and nine months ended September 30, 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 and nine months ended September 30, 2022 had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
BUSINESS COMBINATION/ACQUISITION [Abstract] | |
Purchase Price Allocation for Majelac Technologies LLC | The following table summarizes the final purchase price allocation at the Majelac Closing 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) | 9 Months Ended |
Sep. 30, 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 September 30 2022 Assets: Fixed income mutual funds - Cash and cash equivalents $ 77,567 $ 77,567 $ - $ - Marketable securities 293,811 293,811 - - Total assets at fair value on a recurring basis $ 371,378 $ 371,378 $ - $ - Liabilities: Public Warrants $ 2,032 $ 2,032 $ - $ - Private Warrants 86 - - 86 Total liabilities at fair value on a recurring basis $ 2,118 $ 2,032 $ - $ 86 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) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment, Net | Property and equipment, net, are recorded at historical cost and consist of the following: September 30, December 31, Laboratory and production equipment $ 13,353 $ 7,465 Computer equipment 1,291 637 Software 188 156 Furniture and fixtures 216 125 Leasehold improvements 1,277 790 Construction in process 3,101 3,610 Property and equipment, gross 19,426 12,783 Less: Accumulated depreciation (5,662 ) (3,875 ) Property and equipment, net $ 13,764 $ 8,908 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, December 31, Employee compensation and benefits $ 4,766 $ 2,680 Contracted services 3,215 2,606 Business acquisition costs and contingencies 779 1,331 Legal fees 802 636 Other 24 23 Total accrued expenses and other current liabilities $ 9,586 $ 7,276 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LEASES [Abstract] | |
Lease-Related Costs | Lease-related costs for the three and nine months ended September 30, 2022 and 2021 are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Operating lease cost $ 819 $ 240 $ 2,352 $ 240 Short-term lease cost 110 133 322 382 Variable lease cost 321 21 922 21 Total lease cost $ 1,250 $ 394 $ 3,596 $ 643 |
Other Information Related to Operating Leases | Other information related to operating leases as of September 30, 2022 and December 31, 2021 is as follows: September 30, December 31, 2022 2021 Weighted-average remaining lease term (years) 7.5 5.9 Weighted-average discount rate 7.6 % 7.0 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the nine months ended September 30, 2022 and 2021: Nine months ended September 30, 2022 2021 Operating cash paid to settle operating lease liabilities $ 1,362 $ - Right-of-use assets obtained in exchange for lease liabilities $ 9,466 $ 6,600 |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of September 30, 2022 are as follows: Operating Leases Remainder of 2022 $ 1,028 2023 4,159 2024 4,266 2025 4,376 2026 4,456 Thereafter 17,039 Total undiscounted lease payments $ 35,324 Less: Imputed interest 9,166 Less: Lease incentives (1) 9,104 Total lease liabilities $ 17,054 (1) Includes lease incentives that may be realized in 2022 and 2023. |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 9 Months Ended |
Sep. 30, 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 6,903,630 3.72 Exercised (1,069,934 ) 2.45 Forfeited (1,315,366 ) 5.48 Outstanding at September 30, 2022 12,245,302 $ 4.47 8.20 $ 1,076 Options exercisable at September 30, 2022 4,357,864 3.74 6.27 $ 1,007 Vested and expected to vest at September 30, 2022 11,208,571 $ 4.43 8.10 $ 1,067 |
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 66,666 3.00 Vested (752,826 ) 8.23 Forfeited (1,816,102 ) 7.23 Outstanding non-vested RSUs at September 30, 2022 2,084,710 $ 8.43 |
Stock-Based Compensation Expense | The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Research and development $ 1,114 $ 1,520 $ 3,460 $ 4,343 Selling, general and administrative 2,929 5,876 3,639 13,497 Total stock-based compensation $ 4,043 $ 7,396 $ 7,099 $ 17,840 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator Net loss $ (31,713 ) $ (18,091 ) $ (99,302 ) $ (65,567 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (31,713 ) $ (18,091 ) $ (99,302 ) $ (65,567 ) Denominator Common stock 139,542,660 136,456,848 139,057,663 60,104,891 Denominator for basic and diluted EPS - weighted-average common stock 139,542,660 136,456,848 139,057,663 60,104,891 Basic and diluted net loss per share $ (0.23 ) $ (0.13 ) $ (0.71 ) $ (1.09 ) |
Anti-Dilutive Common Equivalent Shares | Anti-dilutive common equivalent shares were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Outstanding options to purchase common stock 12,245,302 8,126,177 12,245,302 8,126,177 Outstanding restricted stock units 2,084,710 4,861,315 2,084,710 4,861,315 Outstanding warrants 3,968,319 3,968,319 3,968,319 3,968,319 18,298,331 16,955,811 18,298,331 16,955,811 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 09, 2020 | |
Investments in Marketable Securities [Abstract] | |||||
Unrealized losses on marketable securities | $ (4,240) | $ (634) | $ (20,384) | $ (634) | |
Realized losses on marketable securities | (1,348) | 0 | (2,399) | 0 | |
Dividend income from marketable securities | 1,381 | 739 | 3,288 | 741 | |
Goodwill [Abstract] | |||||
Impairments | 0 | 0 | 0 | 0 | |
Impairment of Long-Lived Assets [Abstract] | |||||
Impairments | $ 0 | $ 0 | $ 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 | 9 Months Ended | ||
Jun. 10, 2021 USD ($) $ / shares shares | Sep. 30, 2022 Vote | Feb. 18, 2021 | |
Business Combination [Abstract] | |||
Exchange Ratio | 0.7975 | ||
Class A Common Stock [Member] | |||
Business Combination [Abstract] | |||
Shares outstanding (in shares) | 116,463,160 | ||
Votes per share | Vote | 1 | ||
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] | |||
Shares outstanding (in shares) | 19,937,500 | ||
Votes per share | Vote | 20 | ||
Class B Common Stock [Member] | Minimum [Member] | |||
Business Combination [Abstract] | |||
Percentage of total shares that must be beneficially owned included in sunset provision | 20% |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 04, 2022 USD ($) Milestone | Nov. 05, 2021 USD ($) Milestone shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Acquisition [Abstract] | ||||||
Payment of additional purchase price consideration | $ 500 | $ 0 | ||||
Payment of additional milestone-based consideration for first of two milestones | 348 | $ 0 | ||||
Purchase Price Allocation [Abstract] | ||||||
Goodwill | $ 9,483 | $ 9,483 | $ 9,483 | |||
Majelac [Member] | ||||||
Acquisition [Abstract] | ||||||
Cash paid for acquisition | $ 900 | $ 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 milestone-based consideration | 800 | |||||
Fair value of additional milestone-based consideration | 531 | |||||
Payment of additional purchase price consideration | 500 | |||||
Payment of additional milestone-based consideration for first of two milestones | $ 400 | |||||
Fair value of additional milestone-based consideration for first of two milestones | $ 348 | |||||
Number of milestones met | Milestone | 1 | |||||
Number of milestones to be met | Milestone | 2 | |||||
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 | $ 0 | $ 26 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Fair Value Asset Transfers [Abstract] | |||
Transfers into Level 3 | $ 0 | $ 0 | |
Transfers out of Level 3 | 0 | 0 | |
Fair Value Liability Transfers [Abstract] | |||
Transfers into Level 3 | 0 | 0 | |
Transfers out of Level 3 | 0 | 0 | |
Recurring [Member] | |||
Assets [Abstract] | |||
Fixed income mutual funds - Cash and cash equivalents | 77,567 | 77,567 | $ 33,965 |
Marketable securities | 293,811 | 293,811 | 435,519 |
Total assets | 371,378 | 371,378 | 469,484 |
Liabilities [Abstract] | |||
Total liabilities | 2,118 | 2,118 | 7,239 |
Recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Fixed income mutual funds - Cash and cash equivalents | 77,567 | 77,567 | 33,965 |
Marketable securities | 293,811 | 293,811 | 435,519 |
Total assets | 371,378 | 371,378 | 469,484 |
Liabilities [Abstract] | |||
Total liabilities | 2,032 | 2,032 | 6,900 |
Recurring [Member] | Level 2 [Member] | |||
Assets [Abstract] | |||
Fixed income mutual funds - Cash and cash equivalents | 0 | 0 | 0 |
Marketable securities | 0 | 0 | 0 |
Total assets | 0 | 0 | 0 |
Liabilities [Abstract] | |||
Total liabilities | 0 | 0 | 0 |
Recurring [Member] | Level 3 [Member] | |||
Assets [Abstract] | |||
Fixed income mutual funds - Cash and cash equivalents | 0 | 0 | 0 |
Marketable securities | 0 | 0 | 0 |
Total assets | 0 | 0 | 0 |
Liabilities [Abstract] | |||
Total liabilities | 86 | 86 | 339 |
Recurring [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrants | 2,032 | 2,032 | 6,900 |
Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | |||
Liabilities [Abstract] | |||
Warrants | 2,032 | 2,032 | 6,900 |
Recurring [Member] | Public Warrants [Member] | Level 2 [Member] | |||
Liabilities [Abstract] | |||
Warrants | 0 | 0 | 0 |
Recurring [Member] | Public Warrants [Member] | Level 3 [Member] | |||
Liabilities [Abstract] | |||
Warrants | 0 | 0 | 0 |
Recurring [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrants | 86 | 86 | 339 |
Recurring [Member] | Private Warrants [Member] | Level 1 [Member] | |||
Liabilities [Abstract] | |||
Warrants | 0 | 0 | 0 |
Recurring [Member] | Private Warrants [Member] | Level 2 [Member] | |||
Liabilities [Abstract] | |||
Warrants | 0 | 0 | 0 |
Recurring [Member] | Private Warrants [Member] | Level 3 [Member] | |||
Liabilities [Abstract] | |||
Warrants | $ 86 | $ 86 | $ 339 |
Warrants [Member] | Private Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.727 | 0.727 | |
Warrants [Member] | Private Warrants [Member] | Risk-Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.041 | 0.041 | |
Warrants [Member] | Private Warrants [Member] | Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | $ / shares | 11.5 | 11.5 | |
Warrants [Member] | Private Warrants [Member] | Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | $ / shares | 2.75 | 2.75 | |
Warrants [Member] | Private Warrants [Member] | Expected Life [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants term | 3 years 8 months 12 days | 3 years 8 months 12 days |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||||
Property and equipment | $ 19,426 | $ 19,426 | $ 12,783 | ||
Less: Accumulated depreciation | (5,662) | (5,662) | (3,875) | ||
Property and equipment, net | 13,764 | 13,764 | 8,908 | ||
Depreciation and amortization expense | 729 | $ 264 | 1,789 | $ 712 | |
Disposals of Property and Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 11 | 11 | |||
Less: Accumulated depreciation | (2) | (2) | |||
Disposals | 9 | $ 0 | |||
Laboratory and Production Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 13,353 | 13,353 | 7,465 | ||
Computer Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 1,291 | 1,291 | 637 | ||
Software [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 188 | 188 | 156 | ||
Furniture and Fixtures [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 216 | 216 | 125 | ||
Leasehold Improvements [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 1,277 | 1,277 | 790 | ||
Construction in Process [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | $ 3,101 | $ 3,101 | $ 3,610 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Expenses and Other Current Liabilities [Abstract] | ||
Employee compensation and benefits | $ 4,766 | $ 2,680 |
Contracted services | 3,215 | 2,606 |
Business acquisition costs and contingencies | 779 | 1,331 |
Legal fees | 802 | 636 |
Other | 24 | 23 |
Total accrued expenses and other current liabilities | $ 9,586 | $ 7,276 |
LEASES, Lease Terms (Details)
LEASES, Lease Terms (Details) | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease-Related Costs [Abstract] | ||||
Operating lease cost | $ 819 | $ 240 | $ 2,352 | $ 240 |
Short-term lease cost | 110 | 133 | 322 | 382 |
Variable lease cost | 321 | 21 | 922 | 21 |
Total lease cost | $ 1,250 | $ 394 | $ 3,596 | $ 643 |
LEASES, Other Information Relat
LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Weighted Average Remaining Term and Discount Rate [Abstract] | |||
Weighted-average remaining lease term | 7 years 6 months | 5 years 10 months 24 days | |
Weighted-average discount rate | 7.60% | 7% | |
Cash Flow and Supplemental Noncash Information [Abstract] | |||
Operating cash paid to settle operating lease liabilities | $ 1,362 | $ 0 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 9,466 | $ 6,600 |
LEASES, Future Minimum Lease Pa
LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) | |
Future Minimum Lease Payments [Abstract] | ||
Remainder of 2022 | $ 1,028 | |
2023 | 4,159 | |
2024 | 4,266 | |
2025 | 4,376 | |
2026 | 4,456 | |
Thereafter | 17,039 | |
Total undiscounted lease payments | 35,324 | |
Less: Imputed interest | 9,166 | |
Less: Lease incentives | 9,104 | [1] |
Total lease liabilities | $ 17,054 | |
[1]Includes lease incentives that may be realized in 2022 and 2023. |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock Option Activity [Abstract] | |||||
Stock-based compensation | $ 1,868 | $ 1,556 | $ 5,169 | $ 4,608 | |
Number of Options [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 7,726,972 | ||||
Granted (in shares) | 6,903,630 | ||||
Exercised (in shares) | (1,069,934) | ||||
Forfeited (in shares) | (1,315,366) | ||||
Outstanding, ending balance (in shares) | 12,245,302 | 12,245,302 | 7,726,972 | ||
Options exercisable (in shares) | 4,357,864 | 4,357,864 | |||
Vested and expected to vest (in shares) | 11,208,571 | 11,208,571 | |||
Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding, beginning balance (in dollars per share) | $ 5.14 | ||||
Granted (in dollars per share) | 3.72 | ||||
Exercised (in dollars per share) | 2.45 | ||||
Forfeited (in dollars per share) | 5.48 | ||||
Outstanding, ending balance (in dollars per share) | $ 4.47 | 4.47 | $ 5.14 | ||
Options exercisable (in dollars per share) | 3.74 | 3.74 | |||
Vested and expected to vest (in dollars per share) | $ 4.43 | $ 4.43 | |||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract] | |||||
Weighted average remaining contractual term, outstanding | 8 years 2 months 12 days | 7 years 6 months 29 days | |||
Weighted average remaining contractual term, options exercisable | 6 years 3 months 7 days | ||||
Weighted average remaining contractual term, vested and expected to vest | 8 years 1 month 6 days | ||||
Aggregate intrinsic value, outstanding, beginning balance | $ 24,511 | ||||
Aggregate intrinsic value, outstanding, ending balance | $ 1,076 | 1,076 | $ 24,511 | ||
Aggregate intrinsic value, options exercisable | 1,007 | 1,007 | |||
Aggregate intrinsic value, vested and expected to vest | $ 1,067 | $ 1,067 | |||
President and Chief Operating Officer [Member] | |||||
Number of Options [Roll Forward] | |||||
Granted (in shares) | 2,000,000 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restricted Stock Unit Activity [Abstract] | ||||
Stock-based compensation | $ 2,175 | $ 5,840 | $ 1,930 | $ 13,232 |
Number of Shares Underlying RSUs [Roll Forward] | ||||
Outstanding non-vested RSUs, beginning balance (in shares) | 4,586,972 | |||
Granted (in shares) | 66,666 | |||
Vested (in shares) | (752,826) | |||
Forfeited (in shares) | (1,816,102) | |||
Outstanding non-vested RSUs, ending balance (in shares) | 2,084,710 | 2,084,710 | ||
Weighted Average Grant-Date Fair Value [Abstract] | ||||
Outstanding non-vested RSUs, beginning balance (in dollars per share) | $ 8 | |||
Granted (in dollars per share) | 3 | |||
Vested (in dollars per share) | 8.23 | |||
Forfeited (in dollars per share) | 7.23 | |||
Outstanding non-vested RSUs, ending balance (in dollars per share) | $ 8.43 | $ 8.43 | ||
Chief Executive Officer [Member] | ||||
Restricted Stock Unit Activity [Abstract] | ||||
Stock-based compensation | $ (4,742) | |||
Number of Shares Underlying RSUs [Roll Forward] | ||||
Forfeited (in shares) | (1,731,371) |
EQUITY INCENTIVE PLAN, Stock-Ba
EQUITY INCENTIVE PLAN, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation | $ 4,043 | $ 7,396 | $ 7,099 | $ 17,840 |
Research and Development [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation | 1,114 | 1,520 | 3,460 | 4,343 |
Selling, General and Administrative [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation | $ 2,929 | $ 5,876 | $ 3,639 | $ 13,497 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator [Abstract] | ||||||||
Net loss | $ (31,713) | $ (32,414) | $ (35,175) | $ (18,091) | $ (35,697) | $ (11,779) | $ (99,302) | $ (65,567) |
Numerator for basic EPS - loss attributable to common stockholders | (31,713) | (18,091) | (99,302) | (65,567) | ||||
Numerator for diluted EPS - loss attributable to common stockholders | $ (31,713) | $ (18,091) | $ (99,302) | $ (65,567) | ||||
Denominator [Abstract] | ||||||||
Common stock (in shares) | 139,542,660 | 136,456,848 | 139,057,663 | 60,104,891 | ||||
Denominator for basic EPS - weighted-average common stock (in shares) | 139,542,660 | 136,456,848 | 139,057,663 | 60,104,891 | ||||
Denominator for diluted EPS - weighted-average common stock (in shares) | 139,542,660 | 136,456,848 | 139,057,663 | 60,104,891 | ||||
Basic net loss per share (in dollars per share) | $ (0.23) | $ (0.13) | $ (0.71) | $ (1.09) | ||||
Diluted net loss per share (in dollars per share) | $ (0.23) | $ (0.13) | $ (0.71) | $ (1.09) | ||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 18,298,331 | 16,955,811 | 18,298,331 | 16,955,811 | ||||
Outstanding Options to Purchase Common Stock [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 12,245,302 | 8,126,177 | 12,245,302 | 8,126,177 | ||||
Outstanding Restricted Stock Units [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 2,084,710 | 4,861,315 | 2,084,710 | 4,861,315 | ||||
Outstanding Warrants [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 3,968,319 | 3,968,319 | 3,968,319 | 3,968,319 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Warrants [Abstract] | |||||
Fair value of warrant liabilities | $ 2,118 | $ 2,118 | $ 7,239 | ||
Change in fair value of warrant liabilities | $ 137 | $ 6,975 | $ 5,121 | $ 3,442 | |
Public Warrants [Member] | |||||
Warrants [Abstract] | |||||
Warrants outstanding (in shares) | 3,833,319 | 3,833,319 | |||
Number of shares to be issued upon exercise of warrant (in shares) | 1 | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | $ 11.5 | |||
Warrant redemption price (in dollars per share) | 0.01 | $ 0.01 | |||
Notice period to redeem warrants | 30 days | ||||
Share price (in dollars per share) | $ 18 | $ 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% | ||||
Warrants exercised (in shares) | 0 | 0 | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | 0 | 0 | |
Private Warrants [Member] | |||||
Warrants [Abstract] | |||||
Warrants outstanding (in shares) | 135,000 | 135,000 | |||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |||
Limitation period to transfer, assign or sell warrants | 30 days | ||||
Warrants exercised (in shares) | 0 | 0 | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | 0 | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES [Abstract] | ||||
Estimated annual effective tax rate | 0% | 0% | 0% | 0% |
Federal statutory rate | 21% | 21% | 21% | 21% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party [Member] | Leasing of Office and Laboratory Space [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payments to related party | $ 80 | $ 80 | $ 241 | $ 241 | |
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party expenses | 149 | 203 | 517 | 1,782 | |
Due to related parties | 99 | 99 | |||
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 | 45 | 45 | |||
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Accounts Payable [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due to related parties | 54 | 54 | $ 128 | ||
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due from related parties | 3 | 3 | 0 | ||
4C [Member] | Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party expenses | 44 | 36 | 141 | 112 | |
Other Companies Controlled by Rothberg Family [Member] | Payments Made to Third Parties on Behalf of the Company Under ARTSA [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due to related parties | 17 | 17 | |||
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 | 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 | 2 | 2 | 15 | ||
PEI [Member] | Binders Collaboration [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payments to related party | 1,135 | ||||
Due to related parties | 0 | 0 | $ 0 | ||
Dr. Rothberg [Member] | Executive Chairman Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payments to related party | $ 113 | $ 25 | 341 | $ 25 | |
Annual amount of transaction with related party | $ 400 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Annual minimum fixed payments | $ 220 | $ 220 | ||
Other Commitments [Abstract] | ||||
Employer matching contributions to 401(k) plan | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 01, 2022 shares | Oct. 10, 2022 Director | Sep. 30, 2022 Director |
Subsequent Events [Abstract] | |||
Number of directors | 7 | ||
Subsequent Event [Member] | |||
Subsequent Events [Abstract] | |||
Number of directors | 8 | ||
Subsequent Event [Member] | Dr. Rothberg [Member] | 2021 Plan [Member] | |||
Subsequent Events [Abstract] | |||
Number of shares that can be purchased with option to be granted (in shares) | shares | 250,000 |