Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | SomaLogic, Inc. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | On October 1, 2021, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-259954), as amended on October 8, 2021, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (as amended, the “Registration Statement”).This post-effective amendment is being filed to update the Registration Statement to include information included in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and certain other information in such Registration Statement.No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Entity Central Index Key | 0001837412 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets Unaudited - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 438,052 | $ 439,488 | $ 164,944 |
Investments | 209,757 | 218,218 | 39,954 |
Accounts receivable, net | 21,906 | 17,074 | 17,449 |
Inventory | 14,236 | 11,213 | 7,020 |
Deferred costs of services | 462 | 1,450 | |
Prepaid expenses and other current assets | 5,623 | 5,097 | 1,158 |
Total current assets | 689,574 | 691,552 | 231,975 |
Non-current inventory | 2,822 | 4,085 | 6,024 |
Property and equipment, net of accumulated depreciation of $15,773 and $15,244 as of March 31, 2022 and December 31, 2021, respectively | 11,873 | 9,557 | 3,913 |
Other long-term assets | 8,906 | 908 | 378 |
Total assets | 713,175 | 706,102 | 242,290 |
Current liabilities | |||
Accounts payable | 18,158 | 15,089 | 7,064 |
Accrued liabilities | 6,042 | 11,109 | 6,310 |
Deferred revenue | 2,468 | 3,021 | 1,762 |
Deferred rent | 66 | 238 | |
Current portion of long-term debt | 2,423 | ||
Other current liabilities | 985 | 66 | |
Total current liabilities | 27,653 | 29,285 | 17,797 |
Warrant liabilities | 22,541 | 35,181 | |
Earn-out liability | 10,423 | 26,885 | |
Deferred revenue, net of current portion | 32,102 | 2,364 | 3,415 |
Convertible debt | 1,926 | ||
Long-term debt | 32,326 | ||
Other long-term liabilities | 3,147 | 363 | 909 |
Total liabilities | 95,866 | 94,078 | 56,373 |
Commitments and contingencies (Note 8) | |||
Stockholders’ equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021 | |||
Common stock, $0.0001 par value; 600,000,000 shares authorized; 182,176,926 and 181,552,241 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 18 | 18 | 11 |
Additional paid-in capital | 1,120,910 | 1,110,991 | 597,274 |
Accumulated other comprehensive loss | (727) | (72) | (2) |
Accumulated deficit | (502,892) | (498,913) | (411,366) |
Total stockholders’ equity | 617,309 | 612,024 | 185,917 |
Total liabilities and stockholders’ equity | $ 713,175 | $ 706,102 | $ 242,290 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Unaudited (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation (in Dollars) | $ 15,773 | $ 15,244 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 |
Common stock, shares issued | 182,176,926 | 181,552,241 | 114,266,515 |
Common stock, shares outstanding | 182,176,926 | 181,552,241 | 114,266,515 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||
Collaboration revenue | $ 763 | $ 763 | $ 3,051 | $ 2,483 |
Other revenue | 2,964 | 3,331 | 9,260 | 5,672 |
Total revenue | 22,980 | 18,860 | 81,626 | 55,889 |
Operating expenses | ||||
Research and development | 13,800 | 8,118 | 43,496 | 30,749 |
Selling, general and administrative | 30,815 | 12,809 | 77,971 | 36,882 |
Total operating expenses | 56,267 | 27,172 | 154,930 | 90,245 |
Loss from operations | (33,287) | (8,312) | (73,304) | (34,356) |
Other income (expense) | ||||
Interest income and other, net | 206 | 2 | 225 | 230 |
Interest expense | (1,174) | (1,324) | (18,338) | |
Change in fair value of warrant liabilities | 12,640 | (6,952) | ||
Change in fair value of earn-out liability | 16,462 | (1,869) | ||
Loss on extinguishment of debt, net | (4,323) | (551) | ||
Total other expense | (14,243) | (18,659) | ||
Total other income (expense) | 29,308 | (1,172) | ||
Net loss | (3,979) | (9,484) | (87,547) | (53,015) |
Other comprehensive loss | ||||
Net unrealized loss on available-for-sale securities | (652) | (6) | (68) | (25) |
Foreign currency translation gain (loss) | (3) | 1 | (2) | (4) |
Total other comprehensive loss | (655) | (5) | (70) | (29) |
Comprehensive loss | $ (4,634) | $ (9,489) | $ (87,617) | $ (53,044) |
Net loss per share, basic and diluted (in Dollars per share) | $ (0.02) | $ (0.08) | $ (0.64) | $ (0.81) |
Weighted-average shares outstanding, basic and diluted (in Shares) | 182,050,468 | 114,475,401 | 137,157,283 | 65,161,358 |
Assay services revenue | ||||
Revenue | ||||
Revenue | $ 18,800 | $ 14,573 | $ 68,038 | $ 45,827 |
Operating expenses | ||||
Cost of revenue | 11,380 | 6,155 | 32,782 | 21,857 |
Product revenue | ||||
Revenue | ||||
Revenue | 453 | 193 | 1,277 | 1,907 |
Operating expenses | ||||
Cost of revenue | $ 272 | $ 90 | $ 681 | $ 757 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity Unaudited - USD ($) $ in Thousands | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Common Stock | Treasury Stock Previously Reported | Treasury Stock Revision of Prior Period, Adjustment | Treasury Stock | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Revision of Prior Period, Adjustment | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) Previously Reported | Accumulated Other Comprehensive Income (Loss) Revision of Prior Period, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit Previously Reported | Accumulated Deficit Revision of Prior Period, Adjustment | Accumulated Deficit | Previously Reported | Revision of Prior Period, Adjustment | Total |
Balance at Dec. 31, 2019 | $ 727 | $ 6 | $ (347) | $ 378,364 | $ 378,738 | $ 27 | $ 27 | $ (358,351) | $ (358,351) | $ 20,420 | $ 20,420 | |||||||
Balance (in Shares) at Dec. 31, 2019 | 72,657,092 | 60,799,502 | (112,645) | |||||||||||||||
Issuance of Series A Convertible preferred stock, net of issuance costs of $11,359 | $ 5 | 202,111 | 202,116 | |||||||||||||||
Issuance of Series A Convertible preferred stock, net of issuance costs of $11,359 (in Shares) | 52,776,787 | |||||||||||||||||
Issuance of Common Stock upon exercise of options | 1,110 | 1,110 | ||||||||||||||||
Issuance of Common Stock upon exercise of options (in Shares) | 616,955 | |||||||||||||||||
Issuance of Common Stock for services | 227 | 227 | ||||||||||||||||
Issuance of Common Stock for services (in Shares) | 73,752 | |||||||||||||||||
Stock-based compensation | 14,945 | 14,945 | ||||||||||||||||
Surrender of shares in cashless exercise | (5) | (5) | ||||||||||||||||
Surrender of shares in cashless exercise (in Shares) | (481) | |||||||||||||||||
Net unrealized loss on available-for-sale securities | (25) | (25) | ||||||||||||||||
Foreign currency translation gain (loss) | (4) | (4) | ||||||||||||||||
Other | 148 | 148 | ||||||||||||||||
Net loss | (53,015) | (53,015) | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 735 | $ 11 | $ (352) | 394,786 | 597,274 | (2) | (2) | (411,366) | (411,366) | (16,199) | 185,917 | |||||||
Balance (in Shares) at Dec. 31, 2020 | 73,481,228 | 114,266,515 | (113,220) | |||||||||||||||
Retrospective application of recapitalization | $ (721) | $ 347 | $ 374 | |||||||||||||||
Retrospective application of recapitalization (in Shares) | (11,857,590) | 112,645 | ||||||||||||||||
Issuance of Common Stock upon exercise of options | 877 | 877 | ||||||||||||||||
Issuance of Common Stock upon exercise of options (in Shares) | 411,789 | |||||||||||||||||
Issuance of Common Stock for services | 114 | 114 | ||||||||||||||||
Issuance of Common Stock for services (in Shares) | 162,737 | |||||||||||||||||
Stock-based compensation | 3,140 | 3,140 | ||||||||||||||||
Surrender of shares in cashless exercise | (56) | (56) | ||||||||||||||||
Surrender of shares in cashless exercise (in Shares) | (15,189) | |||||||||||||||||
Net unrealized loss on available-for-sale securities | (6) | (6) | ||||||||||||||||
Foreign currency translation gain (loss) | 1 | 1 | ||||||||||||||||
Net loss | (9,484) | (9,484) | ||||||||||||||||
Balance at Mar. 31, 2021 | $ 11 | 601,349 | (7) | (420,850) | 180,503 | |||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 114,825,852 | |||||||||||||||||
Retrospective application of recapitalization | $ (724) | $ 352 | $ 202,488 | $ 202,116 | ||||||||||||||
Retrospective application of recapitalization (in Shares) | 40,785,287 | 113,220 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 735 | $ 11 | $ (352) | $ 394,786 | 597,274 | $ (2) | (2) | $ (411,366) | (411,366) | $ (16,199) | 185,917 | |||||||
Balance (in Shares) at Dec. 31, 2020 | 73,481,228 | 114,266,515 | (113,220) | |||||||||||||||
Issuance of Common Stock upon exercise of options | 4,001 | $ 4,001 | ||||||||||||||||
Issuance of Common Stock upon exercise of options (in Shares) | 1,311,326 | 1,311,307 | ||||||||||||||||
Issuance of Common Stock for services | 1,337 | $ 1,337 | ||||||||||||||||
Issuance of Common Stock for services (in Shares) | 228,199 | |||||||||||||||||
Issuance of Common Stock upon conversion of convertible debt | 4,631 | $ 4,631 | ||||||||||||||||
Issuance of Common Stock upon conversion of convertible debt (in Shares) | 571,642 | 6,900,000 | ||||||||||||||||
Stock-based compensation | 27,042 | $ 27,042 | ||||||||||||||||
Surrender of shares in cashless exercise | (56) | (56) | ||||||||||||||||
Surrender of shares in cashless exercise (in Shares) | (15,189) | |||||||||||||||||
Issuance of Common Stock upon Business Combination, net of transaction costs of $31,511 | $ 3 | 119,568 | $ 119,571 | |||||||||||||||
Issuance of Common Stock upon Business Combination, net of transaction costs of $31,511 (in Shares) | 28,689,748 | 26,790,150 | ||||||||||||||||
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802 | $ 4 | 357,194 | $ 357,198 | |||||||||||||||
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802 (in Shares) | 36,500,000 | 36,500,000 | ||||||||||||||||
Net unrealized loss on available-for-sale securities | (68) | $ (68) | ||||||||||||||||
Foreign currency translation gain (loss) | (2) | (2) | ||||||||||||||||
Net loss | (87,547) | (87,547) | ||||||||||||||||
Balance at Dec. 31, 2021 | $ 18 | 1,110,991 | (72) | (498,913) | 612,024 | |||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 181,552,241 | |||||||||||||||||
Issuance of Common Stock upon exercise of options | 1,242 | 1,242 | ||||||||||||||||
Issuance of Common Stock upon exercise of options (in Shares) | 624,685 | |||||||||||||||||
Issuance of Common Stock for services | 50 | 50 | ||||||||||||||||
Stock-based compensation | 8,627 | 8,627 | ||||||||||||||||
Net unrealized loss on available-for-sale securities | (652) | (652) | ||||||||||||||||
Foreign currency translation gain (loss) | (3) | (3) | ||||||||||||||||
Net loss | (3,979) | (3,979) | ||||||||||||||||
Balance at Mar. 31, 2022 | $ 18 | $ 1,120,910 | $ (727) | $ (502,892) | $ 617,309 | |||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 182,176,926 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity Unaudited (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock upon Business Combination, net transaction costs | $ 31,511 | |
Net transaction costs | $ 7,802 | |
Series A Convertible preferred stock [Member] | ||
Net of issuance costs | $ 11,359 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||||
Net loss | $ (3,979) | $ (9,484) | $ (87,547) | $ (53,015) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Stock-based compensation expense | 8,671 | 3,252 | 28,415 | 15,172 |
Depreciation and amortization | 755 | 703 | 2,569 | 2,823 |
Amortization of debt issuance costs, discounts and premiums | 230 | 258 | 1,670 | |
Noncash lease expense | 369 | |||
Change in fair value of compound derivative liability | 7 | 7 | 12,327 | |
Change in fair value of warrant liabilities | (12,640) | 6,952 | ||
Change in fair value of earn-out liability | (16,462) | 1,869 | ||
Amortization of premium on available-for-sale securities, net | 77 | 55 | 380 | (55) |
Provision for excess and obsolete inventory | 142 | 31 | 703 | 102 |
Provision (recovery) for doubtful accounts | 133 | (4) | (8) | 60 |
Loss on extinguishment of debt, net | 4,323 | 551 | ||
Loss on disposal of equipment | 98 | |||
Paid-in-kind interest | 165 | 165 | 587 | |
Other | 15 | 5 | 12 | 9 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,965) | 2,559 | 383 | (13,306) |
Inventory | (1,902) | (680) | (2,957) | 483 |
Deferred costs of services | 462 | 364 | 988 | (1,194) |
Prepaid expenses and other current assets | (526) | (444) | (3,909) | 165 |
Other long-term assets | (113) | 211 | ||
Accounts payable | 2,165 | 1,020 | 6,460 | 4,025 |
Deferred revenue | 29,185 | 923 | 208 | (292) |
Accrued and other liabilities | (5,507) | (2,593) | 4,509 | 1,241 |
Payment of paid-in-kind interest on extinguishment of debt | (752) | |||
Net cash used in operating activities | (4,120) | (3,891) | (36,972) | (28,338) |
Investing activities | ||||
Proceeds from sale of property and equipment | 10 | 51 | ||
Purchase of property and equipment | (2,159) | (192) | (6,729) | (1,157) |
Purchase of available-for-sale securities | (77,919) | (77,990) | (279,918) | (45,702) |
Proceeds from sales and maturities of available-for-sale securities | 85,650 | 2,500 | 101,206 | 37,273 |
Net cash provided by (used in) investing activities | 5,572 | (75,682) | (185,431) | (9,535) |
Financing activities | ||||
Payment of deferred transaction costs | (206) | |||
Repayment of long-term debt | (36,512) | |||
Proceeds from PIPE Investment, net of transaction costs | 357,198 | |||
Proceeds from Business Combination, net of transaction costs | 172,858 | |||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 179,141 | |||
Proceeds from Paycheck Protection Program loan | 3,520 | |||
Proceeds from SAFE agreement | 5,000 | |||
Proceeds from exercise of stock options | 1,242 | 823 | 3,947 | 1,105 |
Net cash provided by financing activities | 1,242 | 617 | 497,491 | 188,766 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (10) | (5) | (14) | (9) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,684 | (78,961) | 275,074 | 150,884 |
Cash, cash equivalents and restricted cash at beginning of period | 440,268 | 165,194 | 165,194 | 14,310 |
Cash, cash equivalents and restricted cash at end of period | 442,952 | 86,233 | 440,268 | 165,194 |
Supplemental cash flow information: | ||||
Cash paid for interest | 763 | 1,627 | 3,730 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Purchase of property and equipment included in accounts payable | 905 | 90 | 1,492 | 19 |
Operating lease assets obtained in exchange for lease obligations | 4,134 | |||
Surrender of shares in cashless exercise | 56 | 56 | 6 | |
Amendment fee related to extinguishment of debt financed through additional principal | 2,500 | |||
Redeemable convertible preferred stock issued for debt prepayment penalty in connection with debt modification | 2,500 | |||
Redeemable convertible preferred stock issued for prepayment of principal penalty in connection with debt modification | 10,000 | |||
Redeemable convertible preferred stock issued for debt issuance costs in connection with debt modification | 5,475 | |||
Redeemable convertible preferred stock issued for conversion of SAFE agreement | 5,000 | |||
Redeemable convertible preferred stock issued for issuance costs | 1,500 | |||
Redeemable convertible preferred stock issuance costs included in accounts payable | 2,501 | |||
Issuance of Common Stock for services | 50 | 112 | 1,334 | 227 |
Forgiveness of Paycheck Protection Program loan and accrued interest | 3,561 | |||
Issuance of Common Stock for conversion of convertible debt | 4,631 | |||
Transaction costs included in accounts payable | 1,365 | |||
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 438,052 | 85,453 | 439,488 | 164,944 |
Restricted cash included in other long-term assets | 4,900 | 780 | 780 | 250 |
Total cash, cash equivalents and restricted cash at end of period | $ 442,952 | $ 86,233 | $ 440,268 | $ 165,194 |
Description of Business
Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Description of Business | Note 1 — Description of Business Organization and Operations SomaLogic, Inc. (“SomaLogic” or the “Company”) was originally incorporated in Delaware on December 15, 2020 as a special purpose acquisition company under the name CM Life Sciences II Inc. (“CMLS II”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On September 1, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) of SomaLogic Operating Co. Inc. (“SomaLogic Operating”), a Delaware corporation formed on October 13, 1999, wherein SomaLogic Operating became a wholly-owned subsidiary of CMLS II. In connection with the closing of the Business Combination, we changed our name from CM Life Sciences II Inc. to SomaLogic, Inc. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, CMLS II was treated as the “acquired” company for financial reporting purposes and SomaLogic Operating was treated as the accounting acquirer. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of SomaLogic Operating with the Business Combination being treated as the equivalent of SomaLogic Operating issuing stock for the net assets of CMLS II, accompanied by a recapitalization. The net assets of SomaLogic Operating are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination in these financial statements are those of SomaLogic Operating. The recapitalization of our Common Stock is reflected retrospectively to the earliest period presented, and is utilized for calculating net loss per share in all prior periods presented. Other than information discussed herein, there have been no significant changes to our description of business and Business Combination disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). We are a protein biomarker discovery and clinical diagnostics company that develops slow off-rate modified aptamers (“SOMAmers®”), which are modified nucleic acid-based protein binding reagents that are specific for their cognate protein, and offer proprietary SomaScan® services, which provide multiplex protein detection and quantification of protein levels in complex biological samples. The SOMAmers®/SomaScan® technology enables researchers to analyze various types of biological samples for protein biomarker signatures, which can be utilized in drug discovery and development. Biomarker discoveries from SomaScan® can lead to diagnostic applications in various areas of diseases including cardiovascular and metabolic disease, nonalcoholic steatohepatitis, and wellness, among others. Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic” and “the Company” refer to SomaLogic, Inc. and its consolidated subsidiaries. COVID-19 Pandemic The Company is subject to ongoing uncertainty concerning the Coronavirus Disease 2019 (COVID-19) pandemic, including its length and severity and its effect on the Company’s business. Our suppliers have been impacted by the COVID-19 pandemic, and we have experienced supply delays for certain equipment, instrumentation, and other supplies that we use for our services and products. The COVID-19 pandemic continues to be dynamic and near-term challenges across the economy remain. The Company expects continued volatility and unpredictability related to the impact of COVID-19 on business results. The Company continues to actively monitor the pandemic and will continue to take appropriate steps to mitigate the adverse impacts on the business posed by the on-going spread of COVID-19. | Note 1 — Description of Business Organization and Operations SomaLogic Operating Co., Inc. (formerly SomaLogic, Inc., and herein “SomaLogic Operating”) was incorporated in the state of Delaware on October 13, 1999 and is headquartered in Boulder, Colorado. SomaLogic Operating is a protein biomarker discovery and clinical diagnostics company that develops slow off-rate modified aptamers (“SOMAmers®”), which are modified nucleic acid-based protein binding reagents that are specific for their cognate protein, and offer proprietary SomaScan® services, which provide multiplex protein detection and quantification of protein levels in complex biological samples. The SOMAmers®/SomaScan® technology enables researchers to analyze various types of biological samples for protein biomarker signatures, which can be utilized in drug discovery and development. Biomarker discoveries from SomaScan® can lead to diagnostic applications in various areas of diseases including cardiovascular and metabolic disease, nonalcoholic steatohepatitis, and wellness, among others. CM Life Sciences II Inc. (“CMLS II”) is a blank check company incorporated as a Delaware corporation on December 15, 2020. CMLS II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On September 1, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) contemplated by the Merger Agreement (as amended, the “Merger Agreement”), dated March 28, 2021 by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II (“Merger Sub”), and SomaLogic Operating (“Old SomaLogic”). Pursuant to the Merger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination (the “Closing”), CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc. Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic” and “the Company” refer to Old SomaLogic, SomaLogic, Inc., or the combined company and its subsidiaries following the Business Combination. See Note 2, Summary of Significant Accounting Policies—Presentation of Amounts After the Business Combination Business Combination COVID-19 Pandemic The Company is subject to ongoing uncertainty concerning the Coronavirus Disease 2019 (COVID-19) pandemic, including its length and severity and its effect on the Company’s business. The COVID-19 pandemic resulted in delays in fundraising efforts and revenue during fiscal year 2020. In response, the Company took aggressive actions to reduce spend and contain costs including implementing a hiring freeze, eliminating travel, executing early lease terminations for two administrative buildings in Boulder, Colorado, as well as closing the Company’s Oxford, United Kingdom laboratory. The Company experienced notable shifts in research funding in the pharmaceutical industry to COVID-19 research, largely delaying revenue from the first half of 2020 to the second half of 2020. The Company modified its Amended and Restated Credit Agreement in the second and fourth quarters of 2020 in order to avoid noncompliance with financial and nonfinancial covenants (see Note 10, Debt Our suppliers have been impacted by the COVID-19 pandemic, and we have experienced supply delays for certain equipment, instrumentation and other supplies that we use for our services and products Despite the economic challenges due to the COVID-19 pandemic, we ended fiscal year 2020 with revenue growth of 74% year over year and we ended fiscal year 2021 with revenue growth of 46% compared to fiscal year 2020. We also benefited from our cost savings actions which included reduction in travel and non-essential spending. The COVID-19 pandemic continues to be dynamic and near-term challenges across the economy remain. The Company expects continued volatility and unpredictability related to the impact of COVID-19 on business results. The Company continues to actively monitor the pandemic and will continue to take appropriate steps to mitigate the adverse impacts on the business posed by the on-going spread of COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2021 included in the 2021 Form 10-K. These unaudited condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments considered necessary for a fair presentation of interim financial information, to present fairly the Company’s condensed consolidated financial position and its results of operations and cash flows. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. Certain reclassifications have been made to prior period amounts to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, incremental borrowing rates used in the determination of lease assets and liabilities, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue March 31, December 31, Three months ended 2022 2021 2022 2021 Customer A 36 % 10 % 35 % 22 % Customer B * * * 37 % Customer C 13 % 20 % 13 % 16 % Customer D 10 % 26 % * * * less than 10% International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 44% and 25% of the Company’s revenues for the three months ended March 31, 2022 and 2021, respectively. Customers outside of the United States collectively represented 42% and 18% of the Company’s gross accounts receivable balance as of March 31, 2022 and December 31, 2021, respectively. Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers. Leases Following the adoption of ASU 2016-02, Leases (Topic 842) ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. Operating lease ROU assets include lease incentives and initial direct costs incurred. When the lease incentives specify a maximum level of reimbursement and we are reasonably certain to incur reimbursable costs equal to or exceeding this level, we include the lease incentive in the measurement of the ROU assets and lease liabilities at commencement. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for our operating leases are recognized on a straight-line basis within operating expenses over the lease term in the condensed consolidated statements of operations and comprehensive loss. We have lease agreements with lease and non-lease components. However, we have elected the practical expedient to not separate lease and non-lease components for all of our existing classes of assets. Therefore, the lease and non-lease components are accounted for as a single lease component. We have also elected to not apply the recognition requirement to any short-term leases with a term of 12 months or less. We monitor for events or changes in circumstances that may require a reassessment or impairment of our leases, at which time our ROU assets for operating leases may be reduced by impairment losses. Warrant Liabilities During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of March 31, 2022. We classify the Warrants as liabilities on our condensed balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging Earn-Out Liability As a result of the Business Combination, additional shares of Common Stock were provided to SomaLogic Operating shareholders and to certain employees and directors of SomaLogic (“Earn-Out Service Providers”) of up to 3,500,125 and 1,499,875, respectively (the “Earn-Out Shares”). The Earn-Out Shares are payable if the price of our Common Stock is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days at any time between the 13- and 24-month anniversary of the Closing Date (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider shall be issued only if such individual continues to provide services (whether as an employee or director) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event, if applicable) that causes such Earn-Out Shares to become issuable. Any Earn-Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the SomaLogic Operating stockholders in accordance with their respective pro rata Earn-Out Shares. The Earn-Out Shares were recognized as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the condensed consolidated statements of operations and comprehensive loss. Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Assay Services Revenue The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions. Product Revenue Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are free on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the condensed consolidated statements of operations and comprehensive loss. Collaboration Revenue In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement. The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2.0 million for 5 years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property. (i) Research and Development Activities The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. (ii) Assay Services The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the condensed consolidated statements of operations and comprehensive loss. (iii) License of Intellectual Property The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Other Revenue Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred. In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Illumina Cambridge, Ltd. The Company entered into a multi-year arrangement with Illumina Cambridge, Ltd. (“Illumina Agreement”) on December 31, 2021 to jointly develop and commercialize co-branded kits that will combine Illumina’s Next Generation Sequencing (“NGS”) technology with SomaLogic’s SomaScan technology. Pursuant to the agreement, we received a non-refundable upfront payment of $30.0 million on January 4, 2022. This arrangement will be accounted for in accordance with Topic 606 by analogy. Accordingly, the Company identified the following material promises: licenses, patents, training, transfer of know-how and SOMAmer reagents necessary to use the SomaScan technology. We determined that none of the separate promises are distinct within the context of the contract since they are highly interdependent with the SomaScan Technology. As a result, the Company identified a single performance obligation where the predominant promise in the bundled performance obligations is the supply of the reagents. Revenue is recognized upon transfer of control to the Illumina. Our principal terms of sale are FOB shipping point and as such, we transfer control and recognize revenue for the sale of reagents upon shipment. The Illumina Agreement did not have a material impact to revenue for the three months ended March 31, 2022. Restricted Cash Restricted cash represents cash on deposit with a financial institution as security for letters of credit outstanding for the benefit of the landlords related to operating leases. The restricted cash is classified as other long-term assets on the condensed consolidated balance sheets based on the terms of the underlying leases. As of March 31, 2022 and December 31, 2021, the restricted cash on deposit was $4.9 million and $0.8 million, respectively. Segment Information The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States. Other Significant Accounting Policies Our significant accounting policies are described in our 2021 Form 10-K. There have been no significant changes to those policies. Recent Accounting Pronouncements We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company. Recently Adopted Accounting Standards Leases. Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities We adopted ASU 2016-02, as amended, on January 1, 2022 using a modified retrospective approach and elected to apply the legacy lease guidance and disclosure requirements (“ASC 840”) in the comparative periods presented for the year of adoption. We elected the package of transition practical expedients, permitting us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. The new lease standard impacted our condensed consolidated balance sheets as a result of the ROU assets and operating lease liabilities, but did not impact our condensed consolidated statements of operations or condensed consolidated statements of cash flows. The adoption did not require any cumulative-effect adjustments to opening accumulated deficit. We currently have no finance leases. Upon adoption, we recorded $4.1 million of ROU assets, $1.0 million of current operating lease liabilities, and $3.6 million of non-current operating lease liabilities. For more information on our leases, refer to Note 5, Leases Income Taxes. Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Accounting Standards Not Yet Adopted Financial Instruments Credit Losses Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instrum Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, Convertible Debt, Contracts in an Entity’s Own Equity and EPS Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging: Contracts in Entity’s Own Equity | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Basis for Financial Balances After the Business Combination The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, CMLS II is treated as the “acquired” company for financial reporting purposes and Old SomaLogic is treated as the accounting acquirer. This determination was primarily based on the following: ● the Old SomaLogic stockholders hold the majority of voting rights in the Company; ● Old SomaLogic had the right to designate a majority of members of the board of directors of the Company immediately after giving effect to the Business Combination; ● the senior management of Old SomaLogic comprises the senior management of the Company; and ● the operations of Old SomaLogic comprise the ongoing operations of the Company. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Old SomaLogic with the Business Combination being treated as the equivalent of Old SomaLogic issuing stock for the net assets of the CMLS II, accompanied by a recapitalization. The net assets of Old SomaLogic are stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Business Combination each share of Old SomaLogic Class B common stock (including shares of Old SomaLogic Class B common stock resulting from the deemed conversion of Old SomaLogic redeemable convertible preferred stock) converted into the right to receive 0.8381 shares (the “Exchange Ratio”) of our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the number of shares of our Common Stock is reflected retrospectively to the earliest period presented, based upon the Exchange Ratio, and is utilized for calculating net loss per share in all prior periods presented. Certain reclassifications have been made to prior period amounts to conform to the current presentation. Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim consolidated financial statements for the quarter and year-to date periods ended September 30, 2021 related to the calculation of the weighted average shares outstanding used as the denominator to calculate net loss per share in the condensed consolidated statements of operations and comprehensive loss. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented. For further information, see Note 19, Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue December 31, Year Ended December 31, 2021 2020 2021 2020 Customer A 10 % 26 % 21 % 30 % Customer B * 11 % 13 % 26 % Customer C 20 % 25 % 10 % * Customer D 26 % 16 % * * * less than 10% International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 31% and 35% of the Company’s revenues for the years ended December 31, 2021 and 2020, respectively. Customers outside of the United States collectively represented 18% and 23% of the Company’s gross accounts receivable balance as of December 31, 2021 and 2020, respectively. Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers. Foreign Currency Translation The functional currency of the Company’s foreign subsidiary is the British pound sterling. In preparing its consolidated financial statements, the Company is required to translate the financial statements of this subsidiary from British pounds sterling to U.S. dollars. Accordingly, the assets and liabilities of the Company’s subsidiary are translated into U.S. dollars at current exchange rates and the results of operations are translated at the average exchange rates for the period. Since the Company’s functional currency is deemed to be the local currency, any gain or loss associated with the translation of its consolidated financial statements is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Net foreign currency transaction gains (losses) were not significant for the years ended December 31, 2021 and 2020. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value. Restricted Cash Restricted cash represents cash on deposit with a financial institution as security for a letter of credit outstanding for the benefit of the landlord related to an operating lease for one of the Company’s laboratory facilities. The restricted cash is classified as a long-term asset on the consolidated balance sheets based on the term of the underlying lease. Investments The Company has designated all investments, which consist of U.S. Treasury securities, asset-backed securities, commercial paper, and corporate bonds, as available-for-sale securities. Available-for-sale securities are reported at fair value on the consolidated balance sheets, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive (loss) income. Realized gains and losses, amortization of premiums and discounts, and interest and dividends earned on available-for-sale securities are included in interest income and other in the consolidated statements of operations and comprehensive loss. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date. A decline in the fair value of a security below its cost that is deemed to be other-than-temporary is recorded as interest income and other, net and results in the establishment of a new basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in the principal or most advantageous market for that asset or liability to be transferred in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements ● Level 1 — Quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short-term maturities. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable may not be collectible. Management estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts. We did not write off any material accounts receivable balances during the years ended December 31, 2021 and 2020. Accounts receivable consisted of the following: December 31, (in thousands) 2021 2020 Accounts receivable $ 17,146 $ 17,529 Less: allowance for doubtful accounts (72 ) (80 ) Accounts receivable, net $ 17,074 $ 17,449 Inventory Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and records a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying consolidated balance sheets. Deferred Costs of Services Deferred costs of services relate to costs incurred to run customer samples through the SomaScan® assay. These costs are deferred until the final report is provided to the customer and the related revenue is recognized. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets, which we estimate to be: lab equipment, 1 to 5 years; computer equipment, 3 years; furniture and fixtures, 4 years; and software, the shorter of 5 years or its useful life. Leasehold improvements are amortized over the shorter of the life of the lease term or the estimated useful life of the assets. The Company capitalizes certain internal and external costs related to the acquisition and development of internal use software during the application development stages of projects. When the software is ready for its intended use, the Company amortizes these costs using the straight-line method over the estimated useful life of the asset. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred. Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Impairment of Long-Lived Assets The Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. There were no impairment losses recorded for the years ended December 31, 2021 and 2020. Leases Leases are reviewed and classified as capital or operating at their inception in accordance with ASC 840, Leases Warrant Liabilities During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of December 31, 2021. We classify the Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging Stockholders’ Equity Earn-Out Liability As a result of the Business Combination, the Company recognized Earn-Out Shares (defined below) contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss. See Note 3, Business Combination Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Assay Services Revenue The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions. Product Revenue Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are freight on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss. Collaboration Revenue In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement. The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property. (i) Research and Development Activities The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the consolidated statements of operations and comprehensive loss. (ii) Assay Services The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the consolidated statements of operations and comprehensive loss. (iii) License of Intellectual Property The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the consolidated statements of operations and comprehensive loss. Other Revenue Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred. In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. The Company recognized royalties of approximately $8.5 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively. Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss. Cost of Assay Services Revenue Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services. Cost of Product Revenue Cost of product revenue consists primarily of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products. Research and Development Research and development expenses, consisting primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs, are expensed as incurred. Selling, General and Administrative Selling expenses consist primarily of personnel and marketing related costs and are expensed as the related costs are incurred. Advertising costs totaled approximately $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively. General and administrative expenses consist primarily of personnel costs for the Company’s finance, human resources, business development and general management, as well as professional services, such as legal and accounting services. General and administrative expenses are expensed as incurred. Income Taxes The provision for income taxes is included in interest income and other, net in the consolidated statements of operations and comprehensive loss. Deferred income tax assets and liabilities are recognized for tax consequences in future years attributable to differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future. The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss. We made an accounting policy election to treat the tax effects of the global intangible low-taxed income as a component of interest income and other, net in the period incurred. Stock-Based Compensation The Company incurs stock-based compensation expense related to its stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate, over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis. The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant. Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used: ● Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model. ● Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. ● Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted. ● Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms. Fair Value of Common Stock The grant date fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists prior to the Business Combination. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors, combined with management’s judgments, to determine the best estimate of the fair value, which include financial condition and actual operating results; the progress of the Company’s research and development efforts; its stage of development; business strategy; the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; the prices at which the Company sold shares of its redeemable convertible preferred stock; equity market conditions of comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Following the Business Combination, the grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders’ equity but excluded from net loss. Our other comprehensive loss consists of foreign currency translation adjustments and net unrealized gain or losses on investments in available-for-sale securities. Net Loss Per Shar Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the period. Diluted net loss per share is similarly computed, except that the denominator includes the effect of contingently issuable shares, warrants, and stock options, using the treasury stock method, if including such potential shares of common stock is dilutive. Segment Information The |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue from Contract with Customer [Text Block] | Note 3 — Revenue The following table provides information about disaggregated revenue by product line: Three Months Ended (in thousands) 2022 2021 Assay services revenue $ 18,800 $ 14,573 Product revenue 453 193 Collaboration revenue 763 763 Other revenue: Royalties 2,955 3,000 Other 9 331 Total other revenue 2,964 3,331 Total revenue $ 22,980 $ 18,860 Contract Balances and Remaining Performance Obligations As of March 31, 2022 and December 31, 2021, deferred revenue of $34.6 million and $5.4 million, respectively, was comprised of balances related to our collaboration revenue, assay services, and other revenue. As of March 31, 2022 and December 31, 2021, the portion of deferred revenue related to collaboration revenue was $3.2 million and $3.9 million, respectively, which is being recognized on a straight-line basis over the period of performance. As of March 31, 2022, the estimated remaining performance period is 3.0 years. As of March 31, 2022 and December 31, 2021, the portion of deferred revenue related to assay services and other revenue was $1.4 million and $1.5 million, respectively. As of March 31, 2022, the deferred revenue related to assay services and other revenue will be recognized within 12 months. As of March 31, 2022 and December 31, 2021 the deferred revenue related to the Illumina Agreement amounted to $30.0 million and nil nine A summary of the change in contract liabilities is as follows: (in thousands) March 31, December 31, Balance at beginning of period $ 5,385 $ 5,177 Recognition of revenue included in balance at beginning of period (1,132 ) (1,762 ) Revenue deferred during the period, net of revenue recognized 30,317 1,970 Balance at end of period $ 34,570 $ 5,385 | Note 4 — Revenue The following table provides information about disaggregated revenue by product line: Year Ended (in thousands) 2021 2020 Assay services revenue $ 68,038 $ 45,827 Product revenue 1,277 1,907 Collaboration revenue 3,051 2,483 Other revenue: Royalties 8,515 5,261 Other 745 411 Total other revenue 9,260 5,672 Total revenue $ 81,626 $ 55,889 Contract Balances and Remaining Performance Obligations Contract liabilities represent the Company’s obligation to transfer goods or services to customers from which we have received consideration. Deferred revenue is classified as current if the Company expects to be able to recognize the deferred amount as revenue within 12 months of the balance sheet date. Deferred revenue is recognized as or when the Company satisfies its performance obligations under the contract. A summary of the change in contract liabilities is as follows: December 31, (in thousands) 2021 2020 Balance at beginning of period $ 5,177 $ 5,469 Recognition of revenue included in balance at beginning of period (1,762 ) (1,003 ) Revenue deferred during the period, net of revenue recognized 1,970 711 Balance at end of period $ 5,385 $ 5,177 At December 31, 2021 and 2020, deferred revenue of $5.4 million and $5.2 million, respectively, was comprised of balances related to our collaboration revenue, assay services, and other revenue. At December 31, 2021 and 2020, the portion of deferred revenue related to collaboration revenue was $3.9 million and $5.0 million, respectively, which is recognized on a straight-line basis over the performance period. As of December 31, 2021, the estimated remaining performance period related to the deferred collaboration revenue is approximately 3.3 years. At December 31, 2021 and 2020, the portion of deferred revenue related to assay services and other revenue was $1.5 million and $0.2 million, respectively. As of December 31, 2021, the deferred revenue related to assay services and other revenue will be recognized within 12 months. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 4 — Fair Value Measurements Assets measured at fair value on a recurring basis The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements: As of March 31, 2022 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 105,219 $ — $ — $ 105,219 Level 1 Money market funds 321,351 — — 321,351 Level 1 Commercial paper 11,482 1 (1 ) 11,482 Level 2 Total cash and cash equivalents 438,052 1 (1 ) 438,052 Investments: Commercial paper 132,631 — (412 ) 132,219 Level 2 U.S. Treasuries 48,632 — (211 ) 48,421 Level 2 Asset-backed securities 6,037 — (22 ) 6,015 Level 2 Corporate bonds 18,180 — (65 ) 18,115 Level 2 Agency bonds 5,000 — (13 ) 4,987 Level 2 Total investments 210,480 — (723 ) 209,757 Total assets measured at fair value on a recurring basis $ 648,532 $ 1 $ (724 ) $ 647,809 As of December 31, 2021 (in thousands) Amortized Cost Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 114,533 $ — $ — $ 114,533 Level 1 Money market funds 324,955 — — 324,955 Level 1 Total cash and cash equivalents 439,488 — — 439,488 Investments: Commercial paper 177,852 16 (57 ) 177,811 Level 2 U.S. Treasuries 12,021 — (9 ) 12,012 Level 2 Asset-backed securities 12,084 — (8 ) 12,076 Level 2 Corporate bonds 16,332 — (13 ) 16,319 Level 2 Total investments 218,289 16 (87 ) 218,218 Total assets measured at fair value on a recurring basis $ 657,777 $ 16 $ (87 ) $ 657,706 All of the commercial paper, U.S. Treasuries, asset-backed securities, corporate bonds, and agency bonds that are designated as available-for-sale securities have an effective maturity date that is less than one year from the respective balance sheet date, and accordingly, have been classified as current in the condensed consolidated balance sheets. We classify our investments in money market funds within Level 1 of the fair value hierarchy because they are valued using quoted market prices. We classify our commercial paper, U.S Treasuries, asset-backed securities, corporate bonds and agency bonds as Level 2 and obtain the fair value from a third-party pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. As all of our available-for-sale securities have been held for less than a year as of both March 31, 2022 and December 31, 2021, no security has been in an unrealized loss position for 12 months or greater. We evaluated our securities for other-than temporary impairment and considered the decline in market value for the securities to be primarily attributed to current economic and market conditions. It is not more likely than not that we will be required to sell the securities, and we do not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, the available-for-sale securities were not considered to be other-than-temporarily impaired as of March 31, 2022 and December 31, 2021. Liabilities measured at fair value on a recurring basis The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: (in thousands) March 31, December 31, Fair Value Warrant liability - public warrants $ 11,813 $ 18,437 Level 1 Warrant liability - private placement warrants 10,728 16,744 Level 2 Earn-out liability 10,423 26,885 Level 3 Total liabilities measured at fair value on a recurring basis $ 32,964 $ 62,066 Warrant liabilities The public warrants were valued using Level 1 inputs as they are traded in an active market. The fair value of the private placement warrants is equivalent to that of the public warrants as they have substantially the same terms; however, as they are not actively traded, they are classified as Level 2 in the hierarchy table above. Earn-out liability The fair value of the Earn-Out Shares was estimated using a Monte Carlo simulation model. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by estimated forfeitures of Earn-Out Shares issued to Earn-Out Service Providers. The significant unobservable inputs used in the Monte Carlo simulation to measure the Earn-Out Shares that are categorized within Level 3 of the fair value hierarchy were as follows: March 31, December 31, Stock price on valuation date $ 8.02 $ 11.64 Volatility 73.7 % 85.6 % Risk-free rate 1.51 % 0.34 % Dividend yield — % — % The change in the fair value of the earn-out liability for the three months ended March 31, 2022 is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2021 $ 26,885 Change in fair value of earn-out liability (16,462 ) Balance as of March 31, 2022 $ 10,423 | Note 5 — Fair Value Measurements Assets measured at fair value on a recurring basis The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements: As of December 31, 2021 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 114,533 $ — $ — $ 114,533 Level 1 Money market funds 324,955 — — 324,955 Level 1 Total cash and cash equivalents 439,488 — — 439,488 Investments: Commercial paper 177,852 16 (57 ) 177,811 Level 2 U.S. Treasuries 12,021 — (9 ) 12,012 Level 2 Asset-backed securities 12,084 — (8 ) 12,076 Level 2 Corporate bonds 16,332 — (13 ) 16,319 Level 2 Total investments 218,289 16 (87 ) 218,218 Total assets measured at fair value on a recurring basis $ 657,777 $ 16 $ (87 ) $ 657,706 As of December 31, 2020 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 138,977 $ — $ — $ 138,977 Level 1 Money market funds 23,568 — — 23,568 Level 1 Commercial paper 2,399 — — 2,399 Level 2 Total cash and cash equivalents 164,944 — — 164,944 Investments: Commercial paper 33,863 2 (2 ) 33,863 Level 2 Corporate bonds 6,093 — (2 ) 6,091 Level 2 Total investments 39,956 2 (4 ) 39,954 Total assets measured at fair value on a recurring basis $ 204,900 $ 2 $ (4 ) $ 204,898 All of the U.S. Treasury securities, asset-backed debt securities, commercial paper, corporate bonds, and international government securities that are designated as available-for-sale securities have an effective maturity date that is less than one year from the respective balance sheet date, and accordingly, have been classified as current in the consolidated balance sheets. We classify our investments in money market funds within Level 1 of the fair value hierarchy because they are valued using quoted market prices. We classify our commercial paper, corporate bonds, U.S. Treasuries, asset-backed securities, and international government securities as Level 2 and obtain the fair value from a third-party pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. As all of our available-for-sale securities have been held for less than a year as of both December 31, 2021 and 2020, no security has been in an unrealized loss position for 12 months or greater. We evaluated our securities for other-than temporary impairment and considered the decline in market value for the securities to be primarily attributed to current economic and market conditions. It is not more likely than not that we will be required to sell the securities, and we do not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, the available-for-sale securities were not considered to be other-than-temporarily impaired as of December 31, 2021 and 2020. Liabilities measured at fair value on a recurring basis The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: (in thousands) December 31, December 31, Fair Value Liabilities: Warrant liability - Public Warrants $ 18,437 $ — Level 1 Warrant liability - Private Placement Warrants 16,744 — Level 2 Earn-out liability 26,885 — Level 3 Compound derivative liability — 425 Level 3 Total liabilities measured at fair value on a recurring basis $ 62,066 $ 425 Warrant liabilities The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The fair value of the Private Placement Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, as they are not actively traded, they are classified as Level 2 in the hierarchy table above. Earn-out liability The fair value of the Earn-Out Shares was estimated using a Monte Carlo simulation model. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by estimated forfeitures of Earn-Out Shares issued to Earn-Out Service Providers. The significant unobservable inputs used in the Monte Carlo simulation to measure the Earn-Out Shares that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 are as follows: December 31, Stock price on valuation date $ 11.64 Volatility 85.60 % Risk-free rate 0.34 % Dividend yield — % The change in the fair value of the earn-out liability for the year ended December 31, 2021 is summarized as follows: (in thousands) Fair Value Fair value of earn-out liability at Closing $ 25,016 Change in fair value of earn-out liability 1,869 Balance as of December 31, 2021 $ 26,885 Compound derivative liability The fair value of the compound derivative liability was approximately $0.4 million as of December 31, 2020 and is recorded in other long-term liabilities on the consolidated balance sheets. The compound derivative liability was measured at December 31, 2020 using a probability-weighted method with unobservable inputs, which are classified as Level 3 within the fair value hierarchy. The primary inputs for the probability-weighted valuation include the Company’s credit spread, applicable market discount rates, estimated recovery rates and U.S. Treasury rates. The credit spread assumption was approximately 8% and the recovery rate was approximately 69% as of December 31, 2020. Due to deteriorating economic conditions and delays in fundraising efforts during the COVID-19 pandemic in the second quarter of 2020, we restructured the Amended and Restated Credit Agreement on June 29, 2020 (see Note 10, Debt On April 9, 2021, the Company repaid the Amended and Restated Credit Agreement in full and the fair value of the compound derivative liability was included in the net carrying amount of the debt used to determine the loss on extinguishment of debt. See Note 10, Debt Convertible debt The fair value of the Convertible Debt was $2.3 million as of December 31, 2020, which was a Level 3 measurement based on the conversion value of the instrument. See Note 10, Debt |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Leases | Note 5 — Leases We have operating leases for certain office spaces with lease terms ranging from two to five years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at our election to renew or extend the leases for additional periods ranging from three to ten years. These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as we did not consider the exercise of these options to be reasonably certain. Lease Costs Lease costs for operating leases are recognized on a straight-line basis over the lease term. The total lease cost for the period was as follows: Three (in thousands) March 31, Operating lease cost $ 401 Variable lease cost 181 Short-term lease cost 11 Total lease cost $ 593 Rent expense for the three months ended March 31, 2021 was $0.4 million. Lease Maturities The table below reconciles the undiscounted lease payment maturities to the lease liabilities for our operating leases as of March 31, 2022: (in thousands) March 31, Remainder of 2022 $ 1,387 2023 1,905 2024 810 2025 834 2026 144 Total 5,080 Less: amount of lease payments representing interest (210 ) Less: tenant improvement allowance yet to be received (775 ) Present value of future minimum lease payments 4,095 Less: current operating lease liabilities (included in other current liabilities) (985 ) Long-term operating lease liabilities (including in other long-term liabilities) $ 3,110 Supplemental Lease Information Supplemental information related to our operating leases was as follows: Three Months Ended March 31, Weighted average remaining lease term 2.9 years Weighted average discount rate 2.6 % Cash paid for amounts included in the measurement of our operating lease liabilities for the three months ended March 31, 2022 was $0.5 million. As of March 31, 2022, we had executed two separate lease agreements to lease buildings pending construction that have not yet commenced. Both leases will expire on November 30, 2033, unless extended or early terminated in accordance with the terms of the lease. In accordance with the lease agreements, we have made a deposit of $4.1 million which is classified as restricted cash and included in other long-term assets in the condensed consolidated balance sheets. The deposits are restricted from withdrawal and held by a bank in the form of collateral for an irrevocable standby letter of credit held as security for the lease of one of the Company’s facilities. Our obligation to pay rent for each building will begin approximately six months following the applicable commencement date of each lease. The annual base rent for each lease is approximately $1.3 million per year. Each lease is subject to annual increases of approximately 3% per annum, up to approximately $1.8 million per year in the final year of the term. Both leases include tenant improvement allowances in the amount of approximately $3.5 million per lease. We have the right to extend the term of these leases for three consecutive periods of 60 months each following the end of the then-current term. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 6 — Inventory Inventory was comprised of the following: (in thousands) March 31, December 31, Raw materials $ 15,952 $ 15,205 Work in process 988 — Finished goods 118 93 Total inventory $ 17,058 $ 15,298 Inventory (current) $ 14,236 $ 11,213 Non-current inventory $ 2,822 $ 4,085 | Note 6 — Inventory Inventory was comprised of the following: December 31, (in thousands) 2021 2020 Raw materials $ 15,205 $ 12,883 Finished goods 93 161 Total inventory $ 15,298 $ 13,044 Inventory (current) $ 11,213 $ 7,020 Non-current inventory $ 4,085 $ 6,024 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | Note 7 — Accrued Liabilities Accrued liabilities consisted of the following: (in thousands) March 31, December 31, Accrued compensation $ 4,916 $ 9,832 Accrued charitable contributions 400 400 Accrued medical claims 471 398 Other 255 479 Total accrued liabilities $ 6,042 $ 11,109 | Note 8 — Accrued Liabilities Accrued liabilities consisted of the following: December 31, (in thousands) 2021 2020 Accrued compensation $ 9,832 $ 5,378 Accrued charitable contributions 400 400 Accrued medical claims 398 307 Other 479 225 Total accrued liabilities $ 11,109 $ 6,310 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8 — Commitments and Contingencies Legal Proceedings We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We are not currently party to any material legal proceedings in which a potential loss is probable or reasonably estimable. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. | Note 9 — Commitments and Contingencies Operating Leases We have entered into various non-cancelable operating lease agreements for our current headquarters and laboratory facilities in Boulder, Colorado. In August 2015, the Company entered into a lease agreement for the Company’s corporate headquarters with a lease term that expires in June 2023; however, in September 2020, we agreed to terminate the lease effective June 2021. As a result, we paid a termination penalty of $0.3 million, which was recorded in selling, general and administrative expenses during the year ended December 31, 2020. A second lease, originally entered into in January 2017, expired in August 2021. This lease expired with no termination penalties. In August 2020, we announced the closure of our Oxford, United Kingdom laboratory. The related laboratory lease term expired in December 2021. We also have operating leases for our research and development lab facility and operations lab facility in Boulder, Colorado. During the year ended December 31, 2021, we extended the lease term on both leases until February 2026 and December 2023, respectively. The laboratory leases include escalating rent payments and options to renew the leases. We have deposits of $0.8 million and $0.3 million classified as restricted cash and included in other long-term assets as of December 31, 2021 and 2020, respectively. The deposits are restricted from withdrawal and held by a bank in the form of collateral for an irrevocable standby letter of credit held as security for the lease of one of the Company’s facilities. In December 2021, we entered into a lease for administrative offices which will expire on December 31, 2023. On February 10, 2022, the Company entered into two separate lease agreements to lease two buildings pending construction. Both leases will expire on November 30, 2033, unless extended by the parties or earlier terminated in accordance with the terms of the lease. The Company’s obligation to pay rent for each building will begin approximately six months following the applicable commencement date of each lease. The annual base rent for each lease is approximately $1.3 million per year in the aggregate. Each lease is subject to annual increases of approximately 3% per annum and other adjustments, up to approximately $1.8 million per year in the aggregate in the final year of the term. Both leases include tenant improvement allowances in the amount of approximately $3.5 million per lease. The Company has the right to extend the term of each of the leases for three periods of sixty months each beginning immediately following the end of the then-current term. Rent expense for the years ended December 31, 2021 and 2020 for operating leases was $1.8 million and $1.9 million, respectively. As of December 31, 2021, we have future commitments resulting from these operating lease arrangements totaling $5.5 million, which consisted of the following: (in thousands) December 31, 2022 $ 1,850 2023 1,905 2024 810 2025 834 2026 143 Total future minimum lease payments $ 5,542 SAFE Agreement In December 2019, in conjunction with a revenue contract with a customer, we entered into a Simple Agreement for Future Equity (the “SAFE”). The SAFE agreement provided the customer with the right to purchase a SAFE for a fixed payment of $5.0 million that would convert into equity (variable number of shares based upon fair value at the date of issuance) upon certain specified fundraising events. The right to purchase the SAFE was contingent on the customer’s approval of our plan to move to the next version of our SomaScan® platform (the “Reversioning Plan”), which did not occur until January 2020. The obligation was classified as a liability and measured at fair value upon the customers’ approval of the Reversioning Plan in January 2020. We received $5.0 million in cash and the customer was issued 737,463 shares of Old SomaLogic redeemable convertible preferred stock, which effectively converted the liability into redeemable convertible preferred stock. The 737,463 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the SAFE are presented in the consolidated statements of stockholders’ equity as 1,236,135 shares of Common Stock as a result of the reverse recapitalization. Legal Proceedings We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We are not currently party to any material legal proceedings in which a potential loss is probable or reasonably estimable. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | Note 9 — Debt As of March 31, 2022 and December 31, 2021, we did not have any debt outstanding. Prior to the Business Combination, we had received various forms of debt including convertible debt, a credit agreement, and funds issued through the Paycheck Protection Program. Prior to the consummation of the Business Combination, these forms of debt were settled or forgiven. The loan resulting from the Paycheck Protection Program was forgiven during the second quarter of 2021 and resulted in a gain on extinguishment of debt. The debt under the Company’s credit agreement was settled in the second quarter of 2021, which resulted in a $5.2 million loss on extinguishment of debt. As a result of settling the convertible debt, we recorded a loss on extinguishment of debt of $2.7 million in the third quarter of 2021. Interest expense incurred during the three months ended March 31, 2021 was related to these forms of debt, primarily from the Company’s credit agreement. | Note 10 — Debt Debt consisted of the following: December 31, (in thousands) 2021 2020 Paycheck Protection Program loan $ — $ 3,520 Amended and Restated Credit Agreement — 33,087 Plus: Premium — 708 Less: Unamortized debt issuance costs — (2,566 ) Total long-term debt $ — $ 34,749 Current portion of long-term debt $ — $ 2,423 Long-term debt, net of current portion $ — $ 32,326 Convertible Debt We had an unsecured convertible promissory note that was issued in March 2007, at par value, for an aggregate principal amount of $2.0 million (the “Convertible Debt”). In June 2017, the original maturity date for the Convertible Debt was extended to June 30, 2024 and the interest rate was amended to a fixed rate of 3.75%. We performed a two-step analysis in accordance with ASC 470-50, Debt — Modification and Extinguishments, The Convertible Debt had a voluntary conversion feature that allowed the holder, at its sole option, the right to request the Company to convert the principal, any accrued, but unpaid interest and any other unpaid amount of the obligation into our common stock or preferred stock. There was also an automatic conversion feature that permitted the Convertible Debt to be settled in common stock or cash upon certain events. The number of shares of common or preferred stock that could have been issued would have been determined based on the total outstanding obligation divided by $3.72 or $5.87, respectively. On March 30, 2021, we issued a notice of prepayment to the holder of the Convertible Debt stating the Company intended to prepay the full outstanding Convertible Debt obligation. The holder then had the option to either request a conversion to equity pursuant to the Convertible Debt voluntary conversion provisions, described above, or accept the Company’s prepayment. On July 9, 2021, the Company and the holder of the Convertible Debt amended the conversion terms and simultaneously converted the Convertible Debt into 682,070 shares of Old SomaLogic Class B common stock. We recognized a $2.7 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021 as a result of the conversion. Since the Convertible Debt was settled in full, there is no outstanding balance as of December 31, 2021. The 682,070 shares of Old SomaLogic Class B common stock that were issued for the conversion of Convertible Debt are presented in the consolidated statements of stockholders’ equity as 571,642 shares of Common Stock as a result of the reverse recapitalization. Interest expense on the Convertible Debt was less than $0.1 million for the years ended December 31, 2021 and 2020. Paycheck Protection Program In April 2020, we received a loan in the aggregate amount of $3.5 million, pursuant to the Paycheck Protection Program (the “PPP”), established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration. The PPP loan, which was in the form of a note dated April 13, 2020, matures on April 13, 2022 and bears interest at a rate of 0.98% per annum. All principal and interest payments were deferred until April 13, 2021. Under the terms of the CARES Act, we could apply for and receive forgiveness for all, or a portion of the loans granted under the PPP. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, eligible payroll costs and mortgage interest, rent or utility costs, and on the maintenance or rehiring of employees and maintaining compensation levels during the eight-week period following the funding of the PPP loan. On June 21, 2021, we were notified by the lender that the PPP loan had been forgiven for the full amount borrowed under the PPP loan, including less than $0.1 million of accrued interest. In accordance with ASC 405-20, Extinguishment of Liabilities Amended and Restated Credit Agreement In February 2016, we entered into a credit agreement (the “Credit Agreement”) with Madryn Health Partners, LP (“Madryn”), under which we received net proceeds of approximately $35.0 million, including debt issuance costs of $0.8 million. Interest on the Credit Agreement accrued at an annual floating interest rate of LIBOR (with a 1% floor) plus 12.5%, payable quarterly, of which a portion could be deferred at our option and paid together with the principal at maturity (“payment in kind” or “PIK”). The Credit Agreement had an interest-only period through March 31, 2020 and a final maturity date of December 31, 2021. In December 2017, we entered into the Amended and Restated Credit Agreement, receiving an additional $3.4 million in proceeds. The Amended and Restated Credit Agreement reduced the floating interest rate of LIBOR plus 12.5% to 8.86%, waived revenue covenants until October 1, 2020 as long as cash and investments exceeded the principal balance of the debt, removed the option to defer a portion of the interest payment until maturity and extended the term to December 2022. As of December 31, 2017, the additional debt recorded as PIK was approximately $1.6 million. In exchange for these amendments, we issued 800,000 shares of Old SomaLogic Class B common stock to Madryn at a fair value of $12.35 per share. The fair value of the Old SomaLogic Class B common stock issued of $9.9 million, plus additional financing fees of $0.2 million, was recorded as deferred costs and is amortized to interest expense over the life of the loan using the effective interest rate method. The 800,000 shares of Old SomaLogic Class B common stock that were issued to Madryn are presented in the consolidated statements of stockholders’ equity as 670,480 shares of Common Stock as a result of the reverse recapitalization. We determined that the Amended and Restated Credit Agreement contained put options related to early redemption mandatory prepayment terms in case of change in control or an event of default (the “Redemption Features”). The Redemption Features embedded in the Credit Agreement and Amended and Restated Credit Agreement met the requirements for separate accounting and were accounted for as a single, compound derivative instrument, in accordance with ASC 815 . On June 29, 2020, we signed an amendment to the Amended and Restated Credit Agreement. The amendment increased the fixed annual interest rate to 12%, of which 3% can be deferred at our option and paid together with the principal at maturity, waived or amended certain covenants and eliminated amortizing principal payments set to begin in March 2021. The entirety of the outstanding principal balance was due on the maturity date of December 31, 2022. Additionally, we incurred an amendment fee of $2.5 million, which was added to the outstanding principal balance. This amendment met the definition of a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors On November 20, 2020, we signed an additional amendment to the Amended and Restated Credit Agreement. In connection with the amendment, we issued 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock to Madryn for a total fair value of approximately $18.0 million in exchange for the deemed prepayment of $10.0 million in the principal amount, a prepayment penalty of $2.5 million and amendment fees of approximately $5.5 million. This amendment also reduced the fixed annual interest rate to 11%, of which 2% can be deferred at our option and paid together with the principal at maturity and amended certain change of control provisions. We accounted for this amendment as a modification to the Amended and Restated Credit Agreement as it was determined that no substantial change occurred. We elected to write down a proportionate amount of debt issuance costs and premium related to the prepayment. As a result, we recognized $0.6 million in loss on extinguishment of debt, net in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. The 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the conversion of the Convertible Debt are presented in the consolidated statements of stockholders’ equity as 4,443,906 shares of Common Stock as a result of the reverse recapitalization. On April 9, 2021, we repaid the Amended and Restated Credit Agreement in full and the obligation was extinguished. In addition to the outstanding principal balance of $33.3 million as of that date, we also paid a prepayment penalty of approximately $4.0 million. As a result of the repayment of the Amended and Restated Credit Agreement, we recognized a $5.2 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. The Company incurred $1.3 million and $5.8 million of interest expense for the years ended December 31, 2021 and 2020, respectively, under the Amended and Restated Credit Agreement. The interest expense includes noncash amortization of the debt issuance costs of approximately $0.3 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively, and is net of amortization of premium of $0.1 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the additional interest recorded as PIK, which was added to the principal balance of the long-term debt, was $0.2 million and $0.6 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | Note 10 — Stockholders’ Equity Under our amended and restated certificate of incorporation, we are authorized to issue 600,000,000 shares of Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2022, there were an aggregate of 5,519,991 and 5,013,333 outstanding public warrants and private placement warrants, respectively. Each warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share at any time commencing on February 25, 2022. The warrants will expire on September 1, 2026 or earlier upon redemption or liquidation. There have been no significant changes to our Common Stock, preferred stock, and our public and private placement warrants, including warrant redemption terms disclosed in our 2021 Form 10-K. | Note 11 — Stockholders’ Equity Common and Preferred Stock On September 1, 2021, in connection with the Business Combination, the Company amended and restated its certificate of incorporation to authorize 600,000,000 shares of Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Warrants As of December 31, 2021, there were an aggregate of 5,519,991 and 5,013,333 outstanding Public Warrants and Private Placement Warrants, respectively. Each warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share at any time commencing on February 25, 2022. The Warrants will expire on September 1, 2026 or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, so long as they are held by CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”) or any of its permitted transferees, (i) will not be redeemable by the Company (except as described below in “ Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00 Redem ptions of warrants when the price per share of Common Stock equals or exceeds $18.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. Redemptions of warrants when the price per share of Common Stock equals or exceeds $10.00 - ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Common Stock (as defined below) except as otherwise described below; ● if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Common Stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of our Common Stock shall mean the volume weighted average price of our Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with t We will not redeem the Warrants as described above unless an effective registration statement under the Securities Act of 1933, as amended, covering our Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder will be entitled to exercise their warrants prior to the scheduled redemption date. The Company may not redeem the Private Warrants, so long as they continue to be held by the original purchasers or permitted transferees. However, if the Private Warrants are transferred and no longer held by the original holder (or permitted transferees), such Warrants will automatically convert into Public Warrants and become subject to the same redemption provisions. Such Warrants will cease to exist as Private Warrants. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Note 11 — Stock-based Compensation Stock-based compensation includes grants of equity incentive awards in the form of stock options and other stock-based awards as well as the issuance of common stock under a consulting agreement with a related party (see Note 14, Related Parties There have been no significant changes to our equity incentive plans and types of stock-based incentive awards disclosed in our 2021 Form 10-K. Stock-based compensation was recorded in the condensed consolidated statements of operations and comprehensive loss as shown in the following table: Three Months Ended (in thousands) 2022 2021 Cost of assay services revenue $ 291 $ 89 Cost of product revenue 7 1 Research and development 1,732 703 Selling, general and administrative 6,641 2,459 Total stock-based compensation $ 8,671 $ 3,252 Stock-based compensation will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, modification of awards, employee forfeitures and the timing of the awards. Expense related to each stock option and restricted stock unit (“RSU”) award is recognized on a straight-line basis over the requisite service period of the entire award. The following table summarizes our award activity for stock options and RSUs for the three months ended March 31, 2022: Stock (1) RSUs (2) Outstanding as of December 31, 2021 19,702,845 — Granted 4,364,402 557,756 Exercised (624,685 ) — Forfeited (303,040 ) (4,563 ) Expired — n/a Outstanding as of March 31, 2022 23,139,522 553,193 (1) The stock options generally vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter. (2) The RSUs vest subject to the satisfaction of service requirements. The grant date fair values of these awards are determined based on the closing price of our Common Stock on the date of grant. | Note 13 — Stock-based Compensation We maintained three equity incentive plans – the 2009 Equity Incentive Plan (the “2009 Plan”), the 2017 Equity Incentive Plan (the “2017 Plan”), and the 2021 Equity Incentive Plan (the “2021 Plan”) under which incentive and nonstatutory stock options to purchase shares of Old SomaLogic’s common stock were granted to employees, directors, and non-employee consultants. The 2009 Plan was terminated during 2017 upon the adoption of the 2017 Plan, and no further awards were granted under the 2009 Plan thereafter. The outstanding options previously granted under the 2009 Plan continued to remain outstanding under the 2017 Plan. In connection with the Business Combination, we assumed the 2017 Plan, including the 2009 Plan options outstanding under the 2017 Plan, upon Closing. We terminated the 2017 Plan, provided that the outstanding awards granted under the 2009 Plan and 2017 Plan continue to remain outstanding. Upon consummation of the Business Combination, all outstanding options were converted into an option to acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. Such options continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument. In September 2021, our Board of Directors adopted, and our stockholders approved, a new incentive plan (the “2021 Plan”), under which the Company may grant cash and equity incentive awards in the form of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based awards, and performance awards to employees, directors, and consultants of the Company. The 2021 Plan became effective upon the closing of the Business Combination. Under the 2021 Plan, as of December 31, 2021, we were authorized to issue a maximum of 21,300,000 shares of Common Stock. As of December 31, 2021, 2,944,448 awards have been granted under the 2021 Plan. As of December 31, 2021, we have reserved 38,496,936 shares of Common Stock for issuance under all incentive plans. Stock-based compensation was recorded in the consolidated statements of operations and comprehensive loss as shown in the following table: Year Ended December 31, (in thousands) 2021 2020 Cost of assay services revenue $ 633 $ 413 Cost of product revenue 14 14 Research and development 10,958 4,173 Selling, general and administrative 16,810 10,572 Total stock-based compensation $ 28,415 $ 15,172 Stock Options Awards At December 31, 2021, there were 14,443,767 options outstanding within the 2009 Plan, the 2017 Plan, and the 2021 Plan and 5,259,078 options outstanding that were granted outside of the incentive plans. Generally, options vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter. The following table shows a summary of all stock option activity for the year ended December 31, 2021: (in thousands, except share and per share data) Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 11,350,934 $ 3.92 Granted 10,271,113 $ 7.49 Exercised (1,311,307 ) $ 3.05 Forfeited (453,551 ) $ 4.54 Expired (154,344 ) $ 2.26 Outstanding as of December 31, 2021 19,702,845 $ 5.83 8.31 $ 115,314 Exercisable as of December 31, 2021 7,554,433 $ 3.88 6.77 $ 58,655 Vested and expected to vest as of December 31, 2021 17,144,896 $ 5.67 8.17 $ 103,148 The assumptions used in valuing the stock options granted are set forth in the following table: Year Ended December 31, 2021 2020 Expected dividend yield — % — % Expected volatility 71.4 – 92.8 % 83.5 – 92.0 % Risk-free interest rate 0.64 – 1.38 % 0.32 – 0.54 % Expected weighted-average life of options 6.04 years 5.95 years The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was approximately $4.7 million and $0.4 million, respectively. The weighted-average grant date fair value for options granted during the years ended December 31, 2021 and 2020 was $4.78 and $1.69, respectively. Based on options granted to employees as of December 31, 2021, total compensation expense not yet recognized related to unvested options is approximately $40.2 million, which is expected to be recognized over a weighted average period of 2.97 years. In June 2021, the Company modified options held by directors that resigned from our Board of Directors to accelerate the vesting and/or extend contractual terms. In connection with these modifications, the Company recorded incremental stock-based compensation expense of $0.7 million during the year ended December 31, 2021. Secondary Sale Transaction On July 1, 2021, an employee of the Company sold shares of the Company’s common stock and vested options to acquire shares of our common stock at a sales price that was above the then-current fair value. Since the purchasing parties are holders of economic interest in the Company and acquired shares and options from a current employee at a price in excess of fair value of such shares and options, the amount paid in excess of the fair value at the time of the secondary sale was recognized as stock-based compensation expense. Total stock-based compensation expense related to the secondary sale transaction of $6.5 million included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 was recorded within research and development expenses. Performance Awards In July 2021, we entered into a consulting agreement (the “Consulting Milestone Agreement”) with a vendor, Abundant Venture Innovation Accelerator (“AVIA”), to provide services related to expanding our contractual relationships with health system providers. AVIA is a related party (see Note 16, Related Parties In August 2021, we issued 14,727 shares of Old SomaLogic Class B common stock related to this Consulting Milestone Agreement for milestones achieved. These shares are presented in the consolidated statements of stockholders’ equity as 12,342 shares of Common Stock as a result of the reverse recapitalization. In December 2021, we issued additional 53,120 shares of Common Stock related to the Consulting Milestone Agreement. We recognized approximately $0.8 million of stock-based compensation expense during the year ended December 31, 2021. As of December 31, 2021, the remaining commitment of $0.04 million is recorded in other long-term liabilities. Service Provider Earn-Out Shares Upon the consummation of the Business Combination, 1,499,875 Earn-Out Shares, subject to vesting and forfeiture conditions, were issued to Earn-Out Service Providers (the “Service Provider Earn-Outs”). As the issuance of the Service Provider Earn-Outs is contingent on services being provided, we have accounted for them in accordance with ASC 718, Compensation - Stock Compensation |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12 — Income Taxes There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets in the United States. For the three months ended March 31, 2022 and 2021, the Company recognized no provision for income taxes in the United States. The provision for foreign income taxes was immaterial for the three months ended March 31, 2022 and 2021. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration or elimination of the net operating loss and tax credit carryforwards before utilization. Management believes that the limitation will not limit utilization of the carryforwards prior to their expiration. | Note 14 — Income Taxes The components of the Company’s provision for income taxes are as follows: Year Ended December 31, (in thousands) 2021 2020 Current income tax expense (benefit) Federal $ 17 $ 3 State 21 20 38 23 Deferred tax expense (benefit) Federal — — State — — — — Provision for income taxes $ 38 $ 23 A reconciliation of the income tax benefit calculated at the federal statutory rate to the total income tax provision is as follows: Year Ended December 31, (in thousands) 2021 2020 Income tax benefit at the federal statutory rate $ (18,404 ) $ (11,128 ) State income taxes, net of federal income tax benefit (3,008 ) (3,003 ) Nondeductible stock-based compensation 1,049 1,094 Expiration of net operating loss and research and development credits 3,244 1,056 Term loan amendment — 19 Change in valuation allowance 15,092 14,446 Other permanent items 1,311 4 Research and development credits (1,110 ) (1,110 ) Return to provision adjustments 855 (993 ) Other, net 1,009 (362 ) Provision for income taxes $ 38 $ 23 The components of the deferred income tax assets and liabilities is as follows: December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 98,032 $ 84,358 Research and development credits 11,264 10,590 Depreciation and amortization 598 539 Deferred revenue 1,344 1,389 Accrued expenses and non-deductible reserves 200 761 Compensation accruals 1,796 1,076 Stock-based compensation 11,952 8,731 Interest expense carryforward 6,628 3,242 Loan discount and issuance costs — 2,333 Other 1,139 291 132,953 113,310 Valuation allowance (132,953 ) (113,310 ) Deferred income taxes, net of valuation allowance — — Deferred income tax liabilities — — Net deferred income tax assets (liabilities) $ — $ — As of December 31, 2021, and 2020, a full valuation allowance of $133.0 million and $113.3 million was established against the Company’s deferred tax assets as the Company believes it is more likely than not these tax attributes would not be realizable in the future. The valuation allowance increased by $19.7 million for the year ended December 31, 2021. The Company evaluates the need to establish a valuation allowance by considering all available positive and negative evidence, including expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. The Company establishes a valuation allowance to reduce deferred tax assets to the extent it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company determined it is more likely than not that all of its deferred tax assets would not be realized. The Company will continue to monitor its available positive and negative evidence in assessing the realization of its deferred tax assets in the future, and should there be a need to release the valuation allowance, a tax benefit will be recorded. As of December 31, 2021, and 2020, the Company had federal net operating losses (“NOLs”) of $385.5 million and $328.6 million, respectively. Of the aggregate federal NOLs at December 31, 2021, $179.9 million can be carried forward indefinitely, and the remaining $205.5 million will begin to expire in 2022. As of December 31, 2021, and 2020, the Company had state NOLs of $359.9 million and $340.3 million, respectively, which begin to expire in 2022. As of December 31, 2021, and 2020, the Company had research and development credit carryforward of $12.5 million and $11.8 million, respectively, which begin to expire in 2022. Our U.S. deferred tax assets are also subject to annual limitation under Section 382 of the Internal Revenue Code of 1986 due to stock ownership changes that have occurred, primarily as a result of the business combination completed on September 1, 2021. Based on an analysis completed during 2021, we have concluded that all of our historical U.S. deferred tax assets generated through December 31, 2020 are available to us for future use to offset taxable income. We may experience ownership changes in the future as a result of shifts in our stock ownership (some of which may be outside our control). Therefore, available U.S. deferred tax assets may be further limited in the event of another significant ownership change. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions with varying statutes of limitations. As of December 31, 2021, the Company is not under examination in any jurisdiction and the tax years 2017 through 2020 remain open to examination in its federal and state jurisdictions. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months. A reconciliation of the unrecognized tax benefits is as follows: December 31, (in thousands) 2021 2020 Unrecognized tax benefit – beginning balance $ 1,176 $ 1,071 Increase related to tax positions taken in the current year 111 111 Increase related to tax positions taken in the prior year — — Decrease related to tax positions taken in the prior year (36 ) (6 ) Unrecognized tax benefit – ending balance $ 1,251 $ 1,176 The unrecognized tax benefits are classified as a reduction of deferred tax assets on the consolidated balance sheets. As of December 31, 2021, and 2020, there are $1.3 million and $1.2 million of unrecognized tax benefits that, if recognized, would favorably affect the Company’s effective tax rate, respectively. The Company did not recognize any interests or penalties in all periods presented or accrue any interests or penalties as of December 31, 2021, and 2020. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | Note 13 — Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended (in thousands, except share and per share data) 2022 2021 Net loss $ (3,979 ) $ (9,484 ) Weighted-average shares outstanding, basic and diluted 182,050,468 114,475,401 Net loss per share, basic and diluted $ (0.02 ) $ (0.08 ) During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all awards is anti-dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended 2022 2021 Anti-dilutive shares: Stock options to purchase common stock 23,139,522 15,507,529 Public warrants and private placement warrants 10,533,324 — Convertible debt (on an if-converted basis) — 571,106 Unvested RSUs outstanding 553,193 — Employee stock purchase plan 11,304 — Total anti-dilutive shares 34,237,343 16,078,635 | Note 17 — Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, (in thousands, except share and per share data) 2021 2020 Net loss $ (87,547 ) $ (53,015 ) Weighted-average shares outstanding, basic and diluted 137,157,283 65,161,358 Net loss per share, basic and diluted $ (0.64 ) $ (0.81 ) During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all awards is anti-dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Year Ended December 31, 2021 2020 Anti-dilutive shares: Stock options to purchase common stock 19,702,845 11,350,934 Public Warrants and Private Placement Warrants 10,533,324 — Convertible debt (on an if-converted basis) — 450,591 Total anti-dilutive shares 30,236,169 11,801,525 The calculation of diluted net loss per share does not consider the effect of contingently issuable shares that are contingent on the occurrence of a future event that has not yet occurred. As of December 31, 2021, the contingency for the Earn-Out Shares had not been met and therefore the Earn-Out Shares were not considered in the computation of diluted net loss per share. |
Related Parties
Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Parties | Note 14 — Related Parties The Company did not make any payments for an unconditional contribution to a related party during the three months ended March 31, 2022 or 2021. As of March 31, 2022, the remaining pledge of $0.4 million is recorded in accrued liabilities and is expected to be paid out within the next 12 months. In June 2019, we entered into a consulting agreement (the “Master Agreement”) with Abundant Venture Innovation Accelerator (“AVIA”), a company that engages in business incubation activities. AVIA is a related party to the Company because Ted Meisel, a member of our Board of Directors as of September 1, 2021, also serves on the board of directors of AVIA. We also entered into a consulting agreement (the “Consulting Milestone Agreement”) with AVIA, to provide services related to expanding our contractual relationships with health system providers. Pursuant to the Master Agreement and the Consulting Milestone Agreement, the Company agreed to pay AVIA for business development activities. For the three months ended March 31, 2022 and 2021, we paid $0.1 million and $0.3 million, respectively for these consulting services. We additionally issue Common Stock for certain milestones achieved and as of March 31, 2022, a commitment of $0.04 million is recorded in other long-term liabilities. | Note 16 — Related Parties The Company paid $0.2 million and $0.1 million of an unconditional contribution to a related party during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the remaining pledge of $0.4 million is recorded in accrued liabilities and is expected to be paid out within the next 12 months. In June 2019, we entered into a consulting agreement (the “Master Agreement”) with AVIA, a company that engages in business incubation activities. AVIA is a related party to the Company because Ted Meisel, a member of our Board of Directors as of September 1, 2021, also serves on the board of directors of AVIA. Pursuant to the Master Agreement and the Consulting Milestone Agreement, the Company agreed to pay AVIA for business development activities. For the year ended December 31, 2021, the Company paid $0.9 million for these consulting services in addition to issuing Common Stock for an aggregate fair value of approximately $0.8 million for milestones achieved (see Note 13, Stock-based Compensation |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 3 — Business Combination As described in Note 1, Description of Business—Organization and Operations Earn-Out Shares The Merger Agreement also provides additional shares of Common Stock to Old SomaLogic shareholders and to certain employees and directors of SomaLogic (“Earn-Out Service Providers”) of up to 3,500,125 and 1,499,875, respectively (the “Earn-Out Shares”). The Earn-Out Shares are payable if the price of our Common Stock is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days at any time between the 13- and 24-month anniversary of the Closing Date (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider shall be issued only if such individual continues to provide services (whether as an employee or director) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event, if applicable) that causes such Earn-Out Shares to become issuable (refer to Note 13, Stock-based Compensation PIPE (Private Investment in Public Entity) Investment In connection with the Business Combination, CMLS II entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, concurrently with the Closing, an aggregate of 36,500,000 shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $365.0 million (the “PIPE Investment”). CMLS II Shares In connection with the Closing, certain CMLS II holders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 809,850 shares of CMLS II common stock at an approximate price of $10.00 per share, for an aggregate of approximately $8.1 million, which was paid to such holders at the Closing (the “CMLS II Redemption”). Immediately following the Closing, all of the 6,900,000 issued and outstanding shares of CMLS II Class B common stock (“CMLS II Founder Shares”), automatically converted, on a one-for-one basis, into shares of Common Stock in accordance with CMLS II’s amended and restated certificate of incorporation. Summary of Shares Issued The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination: Shares CMLS II Class A common stock, outstanding prior to Business Combination 27,600,000 Less: CMLS II Redemption shares (809,850 ) Class A common stock of CMLS II, net of redemptions 26,790,150 Conversion of CMLS II Founder Shares for Common Stock 6,900,000 Shares issued pursuant to PIPE Investment 36,500,000 Conversion of Old SomaLogic shares for Common Stock (1) 110,973,213 Total shares of SomaLogic Common Stock, immediately after Business Combination 181,163,363 (1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381. Summary of Net Proceeds On the Closing Date, SomaLogic received gross proceeds of $619.4 million, consisting of $365.0 million from the PIPE Investors and $254.4 million from CMLS II. The gross proceeds were reduced by $50 million of cash payments made to Old SomaLogic stockholders (based on certain Old SomaLogic stockholders’ election to receive cash instead of equity consideration) and $39.3 million of direct transaction costs incurred by the Company. These direct transaction costs were included in additional paid-in capital and reflected as an offset against the proceeds. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 — Property and Equipment Property and equipment was comprised of the following: December 31, (in thousands) 2021 2020 Lab equipment $ 10,504 $ 9,865 Computer equipment 1,416 1,402 Furniture and fixtures 951 947 Software 4,866 2,657 Leasehold improvements 2,275 3,539 Construction in progress 4,789 81 Total property and equipment, at cost 24,801 18,491 Less: Accumulated depreciation and amortization (15,244 ) (14,578 ) Property and equipment, net $ 9,557 $ 3,913 Depreciation expense was $1.8 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. Amortization expense related to internal use software was $0.8 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. The unamortized internal use software costs as of December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Note 12 — Redeemable Convertible Preferred Stock In November and December 2020, Old SomaLogic issued and sold 17,842,914 shares and 13,643,059 shares, respectively, of redeemable convertible preferred stock at a price of $6.78 per share for an aggregate purchase price of $213.5 million. We incurred equity issuance costs of $11.4 million in connection with these offerings, which are reflected as a reduction to the carrying value of the redeemable convertible preferred stock. As of December 31, 2020, there were 50,000,000 shares of redeemable convertible preferred stock authorized, 31,485,973 shares of redeemable convertible preferred stock issued and outstanding and a liquidation preference of $213.5 million. Immediately prior to the Closing, the redeemable convertible preferred stock of Old SomaLogic were converted into shares of Class B common stock of Old SomaLogic on a two-for-one basis and then converted into the Company’s Common Stock at an Exchange Ratio of 0.8381. The aggregate 31,485,973 shares of redeemable preferred stock issued and sold are presented in the consolidated statements of stockholders’ equity as 52,776,787 shares of Common Stock as a result of the reverse recapitalization. Prior to the closing of the Business Combination, there were no significant changes to the terms of the redeemable convertible preferred stock as compared to December 31, 2020. There are no shares of redeemable convertible preferred stock authorized, issued or outstanding as of December 31, 2021. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 15 — Employee Benefit Plans The Company sponsors a 401(k) plan, covering all employees in the United States. The Company matches 100% of the first 4% of employee contributions with immediate vesting. We made matching contributions of approximately $1.1 million and $0.8 million during the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 — Subsequent Events In February 2022 we entered into two lease agreements for commercial buildings to be constructed in Louisville, Colorado. See Note 9, Commitments and Contingencies. Pursuant to an agreement entered into with Illumina Cambridge, Ltd. (“Illumina”) on December 31, 2021 to develop next-generation sequencing based proteomic distributable kits with SomaScan Technology and SOMAmer reagents for commercialization, we received a non-refundable, non-creditable payment of $30 million from Illumina on January 4, 2022. No activities were performed under this agreement during the fiscal year 2021. |
Correction of Error in Previous
Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) | Note 19 — Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim financial statements for the quarter and year-to-date periods ended September 30, 2021. We assessed the materiality of this error in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, and have concluded that our interim financial information as filed in the Quarterly Report on Form 10-Q for the quarter and year-to-date period ended September 30, 2021 should be restated. The misstatement related to the calculation of the weighted average shares outstanding. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented . There was no impact to our condensed consolidated balance sheets, condensed consolidated statements of stockholders’ equity (deficit), condensed consolidated statements of cash flows and the condensed consolidated statements of operations and comprehensive loss, the only exception being net loss per share and weighted average shares outstanding. The effects of this error on our previously reported 2021 condensed consolidated statements of operations and comprehensive loss on a quarter-to-date and year-to-date basis are as follows: Three Months Ended September 30, 2021 (in thousands, except share and per share amounts) Originally Adjustment As Restated Revenue Assay services revenue $ 17,499 $ — $ 17,499 Product revenue 75 — 75 Collaboration revenue 763 — 763 Other revenue 1,655 — 1,655 Total revenue 19,992 — 19,992 Operating expenses Cost of assay services revenue 8,737 — 8,737 Cost of product revenue 33 — 33 Research and development 15,596 — 15,596 Selling, general and administrative 20,632 — 20,632 Total operating expenses 44,998 — 44,998 Loss from operations (25,006 ) — (25,006 ) Other (expense) income Interest income and other, net 55 — 55 Interest expense (2 ) — (2 ) Change in fair value of warrant liabilities (8,111 ) — (8,111 ) Change in fair value of earn-out liability (5,662 ) — (5,662 ) Loss on extinguishment of debt, net (2,693 ) — (2,693 ) Total other expense (16,413 ) — (16,413 ) Net loss $ (41,419 ) $ — $ (41,419 ) Other comprehensive loss Net unrealized loss on available-for-sale securities (15 ) — (15 ) Foreign currency translation loss (4 ) — (4 ) Total other comprehensive loss (19 ) — (19 ) Comprehensive loss $ (41,438 ) $ — $ (41,438 ) Net loss per share, basic and diluted $ (0.55 ) $ 0.25 $ (0.30 ) Weighted average shares used in computing net loss per share, basic and diluted 75,684,521 61,491,707 137,176,228 Nine Months Ended September 30, 2021 (in thousands, except share and per share amounts) Originally Adjustment As Restated Revenue Assay services revenue $ 48,308 $ — $ 48,308 Product revenue 730 — 730 Collaboration revenue 2,288 — 2,288 Other revenue 7,306 — 7,306 Total revenue 58,632 — 58,632 Operating expenses Cost of assay services revenue 22,548 — 22,548 Cost of product revenue 452 — 452 Research and development 32,304 — 32,304 Selling, general and administrative 48,274 — 48,274 Total operating expenses 103,578 — 103,578 Loss from operations (44,946 ) — (44,946 ) Other (expense) income Interest income and other, net 126 — 126 Interest expense (1,324 ) — (1,324 ) Change in fair value of warrant liabilities (8,111 ) — (8,111 ) Change in fair value of earn-out liability (5,662 ) — (5,662 ) Loss on extinguishment of debt, net (4,323 ) — (4,323 ) Total other expense (19,294 ) — (19,294 ) Net loss $ (64,240 ) $ — $ (64,240 ) Other comprehensive loss Net unrealized loss on available-for-sale securities (7 ) — (7 ) Foreign currency translation loss (3 ) — (3 ) Total other comprehensive loss (10 ) — (10 ) Comprehensive loss $ (64,250 ) $ — $ (64,250 ) Net loss per share, basic and diluted $ (1.01 ) $ 0.48 $ (0.53 ) Weighted average shares used in computing net loss per share, basic and diluted 63,752,006 58,516,437 122,268,443 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2021 included in the 2021 Form 10-K. These unaudited condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments considered necessary for a fair presentation of interim financial information, to present fairly the Company’s condensed consolidated financial position and its results of operations and cash flows. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. Certain reclassifications have been made to prior period amounts to conform to the current presentation. | Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Basis for Financial Balances After the Business Combination The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, CMLS II is treated as the “acquired” company for financial reporting purposes and Old SomaLogic is treated as the accounting acquirer. This determination was primarily based on the following: ● the Old SomaLogic stockholders hold the majority of voting rights in the Company; ● Old SomaLogic had the right to designate a majority of members of the board of directors of the Company immediately after giving effect to the Business Combination; ● the senior management of Old SomaLogic comprises the senior management of the Company; and ● the operations of Old SomaLogic comprise the ongoing operations of the Company. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Old SomaLogic with the Business Combination being treated as the equivalent of Old SomaLogic issuing stock for the net assets of the CMLS II, accompanied by a recapitalization. The net assets of Old SomaLogic are stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Business Combination each share of Old SomaLogic Class B common stock (including shares of Old SomaLogic Class B common stock resulting from the deemed conversion of Old SomaLogic redeemable convertible preferred stock) converted into the right to receive 0.8381 shares (the “Exchange Ratio”) of our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the number of shares of our Common Stock is reflected retrospectively to the earliest period presented, based upon the Exchange Ratio, and is utilized for calculating net loss per share in all prior periods presented. Certain reclassifications have been made to prior period amounts to conform to the current presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, incremental borrowing rates used in the determination of lease assets and liabilities, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue March 31, December 31, Three months ended 2022 2021 2022 2021 Customer A 36 % 10 % 35 % 22 % Customer B * * * 37 % Customer C 13 % 20 % 13 % 16 % Customer D 10 % 26 % * * * less than 10% International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 44% and 25% of the Company’s revenues for the three months ended March 31, 2022 and 2021, respectively. Customers outside of the United States collectively represented 42% and 18% of the Company’s gross accounts receivable balance as of March 31, 2022 and December 31, 2021, respectively. | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue December 31, Year Ended December 31, 2021 2020 2021 2020 Customer A 10 % 26 % 21 % 30 % Customer B * 11 % 13 % 26 % Customer C 20 % 25 % 10 % * Customer D 26 % 16 % * * * less than 10% International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 31% and 35% of the Company’s revenues for the years ended December 31, 2021 and 2020, respectively. Customers outside of the United States collectively represented 18% and 23% of the Company’s gross accounts receivable balance as of December 31, 2021 and 2020, respectively. Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers. |
Leases | Leases Following the adoption of ASU 2016-02, Leases (Topic 842) ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. Operating lease ROU assets include lease incentives and initial direct costs incurred. When the lease incentives specify a maximum level of reimbursement and we are reasonably certain to incur reimbursable costs equal to or exceeding this level, we include the lease incentive in the measurement of the ROU assets and lease liabilities at commencement. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for our operating leases are recognized on a straight-line basis within operating expenses over the lease term in the condensed consolidated statements of operations and comprehensive loss. We have lease agreements with lease and non-lease components. However, we have elected the practical expedient to not separate lease and non-lease components for all of our existing classes of assets. Therefore, the lease and non-lease components are accounted for as a single lease component. We have also elected to not apply the recognition requirement to any short-term leases with a term of 12 months or less. We monitor for events or changes in circumstances that may require a reassessment or impairment of our leases, at which time our ROU assets for operating leases may be reduced by impairment losses. | Leases Leases are reviewed and classified as capital or operating at their inception in accordance with ASC 840, Leases |
Warrant Liabilities | Warrant Liabilities During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of March 31, 2022. We classify the Warrants as liabilities on our condensed balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging | Warrant Liabilities During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of December 31, 2021. We classify the Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging Stockholders’ Equity |
Earn-Out Liability | Earn-Out Liability As a result of the Business Combination, additional shares of Common Stock were provided to SomaLogic Operating shareholders and to certain employees and directors of SomaLogic (“Earn-Out Service Providers”) of up to 3,500,125 and 1,499,875, respectively (the “Earn-Out Shares”). The Earn-Out Shares are payable if the price of our Common Stock is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days at any time between the 13- and 24-month anniversary of the Closing Date (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider shall be issued only if such individual continues to provide services (whether as an employee or director) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event, if applicable) that causes such Earn-Out Shares to become issuable. Any Earn-Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the SomaLogic Operating stockholders in accordance with their respective pro rata Earn-Out Shares. The Earn-Out Shares were recognized as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the condensed consolidated statements of operations and comprehensive loss. | Earn-Out Liability As a result of the Business Combination, the Company recognized Earn-Out Shares (defined below) contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss. See Note 3, Business Combination |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Assay Services Revenue The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions. Product Revenue Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are free on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the condensed consolidated statements of operations and comprehensive loss. Collaboration Revenue In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement. The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2.0 million for 5 years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property. (i) Research and Development Activities The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. (ii) Assay Services The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the condensed consolidated statements of operations and comprehensive loss. (iii) License of Intellectual Property The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Other Revenue Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred. In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Illumina Cambridge, Ltd. The Company entered into a multi-year arrangement with Illumina Cambridge, Ltd. (“Illumina Agreement”) on December 31, 2021 to jointly develop and commercialize co-branded kits that will combine Illumina’s Next Generation Sequencing (“NGS”) technology with SomaLogic’s SomaScan technology. Pursuant to the agreement, we received a non-refundable upfront payment of $30.0 million on January 4, 2022. This arrangement will be accounted for in accordance with Topic 606 by analogy. Accordingly, the Company identified the following material promises: licenses, patents, training, transfer of know-how and SOMAmer reagents necessary to use the SomaScan technology. We determined that none of the separate promises are distinct within the context of the contract since they are highly interdependent with the SomaScan Technology. As a result, the Company identified a single performance obligation where the predominant promise in the bundled performance obligations is the supply of the reagents. Revenue is recognized upon transfer of control to the Illumina. Our principal terms of sale are FOB shipping point and as such, we transfer control and recognize revenue for the sale of reagents upon shipment. The Illumina Agreement did not have a material impact to revenue for the three months ended March 31, 2022. | Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less. Assay Services Revenue The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds. The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions. Product Revenue Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are freight on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss. Collaboration Revenue In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement. The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property. (i) Research and Development Activities The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the consolidated statements of operations and comprehensive loss. (ii) Assay Services The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the consolidated statements of operations and comprehensive loss. (iii) License of Intellectual Property The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the consolidated statements of operations and comprehensive loss. Other Revenue Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred. In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. The Company recognized royalties of approximately $8.5 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively. Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss. |
Restricted Cash | Restricted Cash Restricted cash represents cash on deposit with a financial institution as security for letters of credit outstanding for the benefit of the landlords related to operating leases. The restricted cash is classified as other long-term assets on the condensed consolidated balance sheets based on the terms of the underlying leases. As of March 31, 2022 and December 31, 2021, the restricted cash on deposit was $4.9 million and $0.8 million, respectively. | Restricted Cash Restricted cash represents cash on deposit with a financial institution as security for a letter of credit outstanding for the benefit of the landlord related to an operating lease for one of the Company’s laboratory facilities. The restricted cash is classified as a long-term asset on the consolidated balance sheets based on the term of the underlying lease. |
Segment Information | Segment Information The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States. | Segment Information The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States. |
Other Significant Accounting Policies | Other Significant Accounting Policies Our significant accounting policies are described in our 2021 Form 10-K. There have been no significant changes to those policies. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company. Recently Adopted Accounting Standards Leases. Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities We adopted ASU 2016-02, as amended, on January 1, 2022 using a modified retrospective approach and elected to apply the legacy lease guidance and disclosure requirements (“ASC 840”) in the comparative periods presented for the year of adoption. We elected the package of transition practical expedients, permitting us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. The new lease standard impacted our condensed consolidated balance sheets as a result of the ROU assets and operating lease liabilities, but did not impact our condensed consolidated statements of operations or condensed consolidated statements of cash flows. The adoption did not require any cumulative-effect adjustments to opening accumulated deficit. We currently have no finance leases. Upon adoption, we recorded $4.1 million of ROU assets, $1.0 million of current operating lease liabilities, and $3.6 million of non-current operating lease liabilities. For more information on our leases, refer to Note 5, Leases Income Taxes. Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Accounting Standards Not Yet Adopted Financial Instruments Credit Losses Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instrum Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, Convertible Debt, Contracts in an Entity’s Own Equity and EPS Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging: Contracts in Entity’s Own Equity | Recent Accounting Pronouncements We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company. Accounting Standards Not Yet Adopted Leases. Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities The Company will adopt ASU 2016-02, as amended, using a modified retrospective approach as permitted under ASU 2018-11, which allows the Company to apply the legacy lease guidance and disclosure requirements in the comparative periods presented prior to the year of adoption. No cumulative-effect adjustment to retained earnings is expected to be recognized upon adoption of ASU 2016-02. As part of the adoption, the Company will elect the short-term lease recognition policy election for all leases with a term of 12 months or less, and as such, no right-of-use assets or lease liabilities will be recorded on the balance sheet for these leases. The Company also expects to elect the following practical expedients: ● the package of transition practical expedients, permitting the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs; and ● the practical expedient to not separate lease and non-lease components. We are finalizing our implementation of ASU 2016-02, but expect the adoption will result in increases to long-term assets, current liabilities and long-term liabilities on its consolidated balance sheets, related to the recognition of right-of-use assets and lease liabilities, and will require additional disclosures of key information related to its leases in the footnotes to the consolidated financial statements. As part of our implementation procedures, we have identified long-term leases for certain asset classes, including corporate office space. As of December 31, 2021, the Company’s undiscounted obligations for operating leases in the Company’s future minimum lease table totaled approximately $5.5 million (see Note 9, Commitments and Contingencies Income Taxes. Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Financial Instruments Credit Losses Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instrum Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, |
Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements | Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim consolidated financial statements for the quarter and year-to date periods ended September 30, 2021 related to the calculation of the weighted average shares outstanding used as the denominator to calculate net loss per share in the condensed consolidated statements of operations and comprehensive loss. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented. For further information, see Note 19, Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited). | |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiary is the British pound sterling. In preparing its consolidated financial statements, the Company is required to translate the financial statements of this subsidiary from British pounds sterling to U.S. dollars. Accordingly, the assets and liabilities of the Company’s subsidiary are translated into U.S. dollars at current exchange rates and the results of operations are translated at the average exchange rates for the period. Since the Company’s functional currency is deemed to be the local currency, any gain or loss associated with the translation of its consolidated financial statements is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Net foreign currency transaction gains (losses) were not significant for the years ended December 31, 2021 and 2020. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value. | |
Investments | Investments The Company has designated all investments, which consist of U.S. Treasury securities, asset-backed securities, commercial paper, and corporate bonds, as available-for-sale securities. Available-for-sale securities are reported at fair value on the consolidated balance sheets, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive (loss) income. Realized gains and losses, amortization of premiums and discounts, and interest and dividends earned on available-for-sale securities are included in interest income and other in the consolidated statements of operations and comprehensive loss. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date. A decline in the fair value of a security below its cost that is deemed to be other-than-temporary is recorded as interest income and other, net and results in the establishment of a new basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in the principal or most advantageous market for that asset or liability to be transferred in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements ● Level 1 — Quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short-term maturities. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable may not be collectible. Management estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts. We did not write off any material accounts receivable balances during the years ended December 31, 2021 and 2020. Accounts receivable consisted of the following: December 31, (in thousands) 2021 2020 Accounts receivable $ 17,146 $ 17,529 Less: allowance for doubtful accounts (72 ) (80 ) Accounts receivable, net $ 17,074 $ 17,449 | |
Inventory | Inventory Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and records a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying consolidated balance sheets. | |
Deferred Costs of Services | Deferred Costs of Services Deferred costs of services relate to costs incurred to run customer samples through the SomaScan® assay. These costs are deferred until the final report is provided to the customer and the related revenue is recognized. | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets, which we estimate to be: lab equipment, 1 to 5 years; computer equipment, 3 years; furniture and fixtures, 4 years; and software, the shorter of 5 years or its useful life. Leasehold improvements are amortized over the shorter of the life of the lease term or the estimated useful life of the assets. The Company capitalizes certain internal and external costs related to the acquisition and development of internal use software during the application development stages of projects. When the software is ready for its intended use, the Company amortizes these costs using the straight-line method over the estimated useful life of the asset. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred. Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. There were no impairment losses recorded for the years ended December 31, 2021 and 2020. | |
Cost of Assay Services Revenue | Cost of Assay Services Revenue Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services. | |
Cost of Product Revenue | Cost of Product Revenue Cost of product revenue consists primarily of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products. | |
Research and Development | Research and Development Research and development expenses, consisting primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs, are expensed as incurred. | |
Selling, General and Administrative | Selling, General and Administrative Selling expenses consist primarily of personnel and marketing related costs and are expensed as the related costs are incurred. Advertising costs totaled approximately $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively. General and administrative expenses consist primarily of personnel costs for the Company’s finance, human resources, business development and general management, as well as professional services, such as legal and accounting services. General and administrative expenses are expensed as incurred. | |
Income Taxes | Income Taxes The provision for income taxes is included in interest income and other, net in the consolidated statements of operations and comprehensive loss. Deferred income tax assets and liabilities are recognized for tax consequences in future years attributable to differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future. The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss. We made an accounting policy election to treat the tax effects of the global intangible low-taxed income as a component of interest income and other, net in the period incurred. | |
Stock-Based Compensation | Stock-Based Compensation The Company incurs stock-based compensation expense related to its stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate, over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis. The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant. Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used: ● Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model. ● Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. ● Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted. ● Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms. Fair Value of Common Stock The grant date fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists prior to the Business Combination. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors, combined with management’s judgments, to determine the best estimate of the fair value, which include financial condition and actual operating results; the progress of the Company’s research and development efforts; its stage of development; business strategy; the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; the prices at which the Company sold shares of its redeemable convertible preferred stock; equity market conditions of comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Following the Business Combination, the grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant. | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders’ equity but excluded from net loss. Our other comprehensive loss consists of foreign currency translation adjustments and net unrealized gain or losses on investments in available-for-sale securities. | |
Net Loss Per Share | Net Loss Per Shar Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the period. Diluted net loss per share is similarly computed, except that the denominator includes the effect of contingently issuable shares, warrants, and stock options, using the treasury stock method, if including such potential shares of common stock is dilutive. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable | Accounts Receivable Revenue March 31, December 31, Three months ended 2022 2021 2022 2021 Customer A 36 % 10 % 35 % 22 % Customer B * * * 37 % Customer C 13 % 20 % 13 % 16 % Customer D 10 % 26 % * * * less than 10% | Accounts Receivable Revenue December 31, Year Ended December 31, 2021 2020 2021 2020 Customer A 10 % 26 % 21 % 30 % Customer B * 11 % 13 % 26 % Customer C 20 % 25 % 10 % * Customer D 26 % 16 % * * * less than 10% |
Schedule of accounts receivable | December 31, (in thousands) 2021 2020 Accounts receivable $ 17,146 $ 17,529 Less: allowance for doubtful accounts (72 ) (80 ) Accounts receivable, net $ 17,074 $ 17,449 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of disaggregation of revenue | The following table provides information about disaggregated revenue by product line: Three Months Ended (in thousands) 2022 2021 Assay services revenue $ 18,800 $ 14,573 Product revenue 453 193 Collaboration revenue 763 763 Other revenue: Royalties 2,955 3,000 Other 9 331 Total other revenue 2,964 3,331 Total revenue $ 22,980 $ 18,860 | Year Ended (in thousands) 2021 2020 Assay services revenue $ 68,038 $ 45,827 Product revenue 1,277 1,907 Collaboration revenue 3,051 2,483 Other revenue: Royalties 8,515 5,261 Other 745 411 Total other revenue 9,260 5,672 Total revenue $ 81,626 $ 55,889 |
Summary of change in contract liabilities | A summary of the change in contract liabilities is as follows: (in thousands) March 31, December 31, Balance at beginning of period $ 5,385 $ 5,177 Recognition of revenue included in balance at beginning of period (1,132 ) (1,762 ) Revenue deferred during the period, net of revenue recognized 30,317 1,970 Balance at end of period $ 34,570 $ 5,385 | December 31, (in thousands) 2021 2020 Balance at beginning of period $ 5,177 $ 5,469 Recognition of revenue included in balance at beginning of period (1,762 ) (1,003 ) Revenue deferred during the period, net of revenue recognized 1,970 711 Balance at end of period $ 5,385 $ 5,177 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value of assets measured on recurring basis | As of March 31, 2022 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 105,219 $ — $ — $ 105,219 Level 1 Money market funds 321,351 — — 321,351 Level 1 Commercial paper 11,482 1 (1 ) 11,482 Level 2 Total cash and cash equivalents 438,052 1 (1 ) 438,052 Investments: Commercial paper 132,631 — (412 ) 132,219 Level 2 U.S. Treasuries 48,632 — (211 ) 48,421 Level 2 Asset-backed securities 6,037 — (22 ) 6,015 Level 2 Corporate bonds 18,180 — (65 ) 18,115 Level 2 Agency bonds 5,000 — (13 ) 4,987 Level 2 Total investments 210,480 — (723 ) 209,757 Total assets measured at fair value on a recurring basis $ 648,532 $ 1 $ (724 ) $ 647,809 As of December 31, 2021 (in thousands) Amortized Cost Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 114,533 $ — $ — $ 114,533 Level 1 Money market funds 324,955 — — 324,955 Level 1 Total cash and cash equivalents 439,488 — — 439,488 Investments: Commercial paper 177,852 16 (57 ) 177,811 Level 2 U.S. Treasuries 12,021 — (9 ) 12,012 Level 2 Asset-backed securities 12,084 — (8 ) 12,076 Level 2 Corporate bonds 16,332 — (13 ) 16,319 Level 2 Total investments 218,289 16 (87 ) 218,218 Total assets measured at fair value on a recurring basis $ 657,777 $ 16 $ (87 ) $ 657,706 | As of December 31, 2021 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 114,533 $ — $ — $ 114,533 Level 1 Money market funds 324,955 — — 324,955 Level 1 Total cash and cash equivalents 439,488 — — 439,488 Investments: Commercial paper 177,852 16 (57 ) 177,811 Level 2 U.S. Treasuries 12,021 — (9 ) 12,012 Level 2 Asset-backed securities 12,084 — (8 ) 12,076 Level 2 Corporate bonds 16,332 — (13 ) 16,319 Level 2 Total investments 218,289 16 (87 ) 218,218 Total assets measured at fair value on a recurring basis $ 657,777 $ 16 $ (87 ) $ 657,706 As of December 31, 2020 (in thousands) Amortized Gross Gross Aggregate Fair Value Cash and cash equivalents: Cash $ 138,977 $ — $ — $ 138,977 Level 1 Money market funds 23,568 — — 23,568 Level 1 Commercial paper 2,399 — — 2,399 Level 2 Total cash and cash equivalents 164,944 — — 164,944 Investments: Commercial paper 33,863 2 (2 ) 33,863 Level 2 Corporate bonds 6,093 — (2 ) 6,091 Level 2 Total investments 39,956 2 (4 ) 39,954 Total assets measured at fair value on a recurring basis $ 204,900 $ 2 $ (4 ) $ 204,898 |
Schedule of fair value of viabilities measured on recurring basis | (in thousands) March 31, December 31, Fair Value Warrant liability - public warrants $ 11,813 $ 18,437 Level 1 Warrant liability - private placement warrants 10,728 16,744 Level 2 Earn-out liability 10,423 26,885 Level 3 Total liabilities measured at fair value on a recurring basis $ 32,964 $ 62,066 | (in thousands) December 31, December 31, Fair Value Liabilities: Warrant liability - Public Warrants $ 18,437 $ — Level 1 Warrant liability - Private Placement Warrants 16,744 — Level 2 Earn-out liability 26,885 — Level 3 Compound derivative liability — 425 Level 3 Total liabilities measured at fair value on a recurring basis $ 62,066 $ 425 |
Schedule of fair value measurement inputs and valuation techniques | March 31, December 31, Stock price on valuation date $ 8.02 $ 11.64 Volatility 73.7 % 85.6 % Risk-free rate 1.51 % 0.34 % Dividend yield — % — % | December 31, Stock price on valuation date $ 11.64 Volatility 85.60 % Risk-free rate 0.34 % Dividend yield — % |
Schedule fair value of liabilities, unobservable input reconciliation | (in thousands) Fair Value Balance as of December 31, 2021 $ 26,885 Change in fair value of earn-out liability (16,462 ) Balance as of March 31, 2022 $ 10,423 | (in thousands) Fair Value Fair value of earn-out liability at Closing $ 25,016 Change in fair value of earn-out liability 1,869 Balance as of December 31, 2021 $ 26,885 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Schedule of lease costs | Three (in thousands) March 31, Operating lease cost $ 401 Variable lease cost 181 Short-term lease cost 11 Total lease cost $ 593 | |
Schedule of lease payment maturities to the lease liabilities | (in thousands) March 31, Remainder of 2022 $ 1,387 2023 1,905 2024 810 2025 834 2026 144 Total 5,080 Less: amount of lease payments representing interest (210 ) Less: tenant improvement allowance yet to be received (775 ) Present value of future minimum lease payments 4,095 Less: current operating lease liabilities (included in other current liabilities) (985 ) Long-term operating lease liabilities (including in other long-term liabilities) $ 3,110 | (in thousands) December 31, 2022 $ 1,850 2023 1,905 2024 810 2025 834 2026 143 Total future minimum lease payments $ 5,542 |
Schedule of supplemental information related to our operating leases | Three Months Ended March 31, Weighted average remaining lease term 2.9 years Weighted average discount rate 2.6 % |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | (in thousands) March 31, December 31, Raw materials $ 15,952 $ 15,205 Work in process 988 — Finished goods 118 93 Total inventory $ 17,058 $ 15,298 Inventory (current) $ 14,236 $ 11,213 Non-current inventory $ 2,822 $ 4,085 | December 31, (in thousands) 2021 2020 Raw materials $ 15,205 $ 12,883 Finished goods 93 161 Total inventory $ 15,298 $ 13,044 Inventory (current) $ 11,213 $ 7,020 Non-current inventory $ 4,085 $ 6,024 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued liabilities | (in thousands) March 31, December 31, Accrued compensation $ 4,916 $ 9,832 Accrued charitable contributions 400 400 Accrued medical claims 471 398 Other 255 479 Total accrued liabilities $ 6,042 $ 11,109 | December 31, (in thousands) 2021 2020 Accrued compensation $ 9,832 $ 5,378 Accrued charitable contributions 400 400 Accrued medical claims 398 307 Other 479 225 Total accrued liabilities $ 11,109 $ 6,310 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum lease payments | (in thousands) March 31, Remainder of 2022 $ 1,387 2023 1,905 2024 810 2025 834 2026 144 Total 5,080 Less: amount of lease payments representing interest (210 ) Less: tenant improvement allowance yet to be received (775 ) Present value of future minimum lease payments 4,095 Less: current operating lease liabilities (included in other current liabilities) (985 ) Long-term operating lease liabilities (including in other long-term liabilities) $ 3,110 | (in thousands) December 31, 2022 $ 1,850 2023 1,905 2024 810 2025 834 2026 143 Total future minimum lease payments $ 5,542 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt consisted | December 31, (in thousands) 2021 2020 Paycheck Protection Program loan $ — $ 3,520 Amended and Restated Credit Agreement — 33,087 Plus: Premium — 708 Less: Unamortized debt issuance costs — (2,566 ) Total long-term debt $ — $ 34,749 Current portion of long-term debt $ — $ 2,423 Long-term debt, net of current portion $ — $ 32,326 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of stock-based compensation | Three Months Ended (in thousands) 2022 2021 Cost of assay services revenue $ 291 $ 89 Cost of product revenue 7 1 Research and development 1,732 703 Selling, general and administrative 6,641 2,459 Total stock-based compensation $ 8,671 $ 3,252 | Year Ended December 31, (in thousands) 2021 2020 Cost of assay services revenue $ 633 $ 413 Cost of product revenue 14 14 Research and development 10,958 4,173 Selling, general and administrative 16,810 10,572 Total stock-based compensation $ 28,415 $ 15,172 |
Schedule of stock option and RSU activity | Stock (1) RSUs (2) Outstanding as of December 31, 2021 19,702,845 — Granted 4,364,402 557,756 Exercised (624,685 ) — Forfeited (303,040 ) (4,563 ) Expired — n/a Outstanding as of March 31, 2022 23,139,522 553,193 (1) The stock options generally vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter. (2) The RSUs vest subject to the satisfaction of service requirements. The grant date fair values of these awards are determined based on the closing price of our Common Stock on the date of grant. | |
Schedule of stock option activity | (in thousands, except share and per share data) Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 11,350,934 $ 3.92 Granted 10,271,113 $ 7.49 Exercised (1,311,307 ) $ 3.05 Forfeited (453,551 ) $ 4.54 Expired (154,344 ) $ 2.26 Outstanding as of December 31, 2021 19,702,845 $ 5.83 8.31 $ 115,314 Exercisable as of December 31, 2021 7,554,433 $ 3.88 6.77 $ 58,655 Vested and expected to vest as of December 31, 2021 17,144,896 $ 5.67 8.17 $ 103,148 | |
Schedule of assumptions used for valuing stock options granted | Year Ended December 31, 2021 2020 Expected dividend yield — % — % Expected volatility 71.4 – 92.8 % 83.5 – 92.0 % Risk-free interest rate 0.64 – 1.38 % 0.32 – 0.54 % Expected weighted-average life of options 6.04 years 5.95 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of company’s provision for income taxes | Year Ended December 31, (in thousands) 2021 2020 Current income tax expense (benefit) Federal $ 17 $ 3 State 21 20 38 23 Deferred tax expense (benefit) Federal — — State — — — — Provision for income taxes $ 38 $ 23 |
Schedule of reconciliation of the income tax benefit | Year Ended December 31, (in thousands) 2021 2020 Income tax benefit at the federal statutory rate $ (18,404 ) $ (11,128 ) State income taxes, net of federal income tax benefit (3,008 ) (3,003 ) Nondeductible stock-based compensation 1,049 1,094 Expiration of net operating loss and research and development credits 3,244 1,056 Term loan amendment — 19 Change in valuation allowance 15,092 14,446 Other permanent items 1,311 4 Research and development credits (1,110 ) (1,110 ) Return to provision adjustments 855 (993 ) Other, net 1,009 (362 ) Provision for income taxes $ 38 $ 23 |
Schedule of deferred income tax assets and liabilities | December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 98,032 $ 84,358 Research and development credits 11,264 10,590 Depreciation and amortization 598 539 Deferred revenue 1,344 1,389 Accrued expenses and non-deductible reserves 200 761 Compensation accruals 1,796 1,076 Stock-based compensation 11,952 8,731 Interest expense carryforward 6,628 3,242 Loan discount and issuance costs — 2,333 Other 1,139 291 132,953 113,310 Valuation allowance (132,953 ) (113,310 ) Deferred income taxes, net of valuation allowance — — Deferred income tax liabilities — — Net deferred income tax assets (liabilities) $ — $ — |
Schedule of reconciliation of the unrecognized tax benefits | December 31, (in thousands) 2021 2020 Unrecognized tax benefit – beginning balance $ 1,176 $ 1,071 Increase related to tax positions taken in the current year 111 111 Increase related to tax positions taken in the prior year — — Decrease related to tax positions taken in the prior year (36 ) (6 ) Unrecognized tax benefit – ending balance $ 1,251 $ 1,176 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted net loss per share | Three Months Ended (in thousands, except share and per share data) 2022 2021 Net loss $ (3,979 ) $ (9,484 ) Weighted-average shares outstanding, basic and diluted 182,050,468 114,475,401 Net loss per share, basic and diluted $ (0.02 ) $ (0.08 ) | Year Ended December 31, (in thousands, except share and per share data) 2021 2020 Net loss $ (87,547 ) $ (53,015 ) Weighted-average shares outstanding, basic and diluted 137,157,283 65,161,358 Net loss per share, basic and diluted $ (0.64 ) $ (0.81 ) |
Schedule of potentially dilutive securities were excluded from the computation of diluted net loss per share | Three Months Ended 2022 2021 Anti-dilutive shares: Stock options to purchase common stock 23,139,522 15,507,529 Public warrants and private placement warrants 10,533,324 — Convertible debt (on an if-converted basis) — 571,106 Unvested RSUs outstanding 553,193 — Employee stock purchase plan 11,304 — Total anti-dilutive shares 34,237,343 16,078,635 | Year Ended December 31, 2021 2020 Anti-dilutive shares: Stock options to purchase common stock 19,702,845 11,350,934 Public Warrants and Private Placement Warrants 10,533,324 — Convertible debt (on an if-converted basis) — 450,591 Total anti-dilutive shares 30,236,169 11,801,525 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule Of consummation of the business combination | Shares CMLS II Class A common stock, outstanding prior to Business Combination 27,600,000 Less: CMLS II Redemption shares (809,850 ) Class A common stock of CMLS II, net of redemptions 26,790,150 Conversion of CMLS II Founder Shares for Common Stock 6,900,000 Shares issued pursuant to PIPE Investment 36,500,000 Conversion of Old SomaLogic shares for Common Stock (1) 110,973,213 Total shares of SomaLogic Common Stock, immediately after Business Combination 181,163,363 (1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, (in thousands) 2021 2020 Lab equipment $ 10,504 $ 9,865 Computer equipment 1,416 1,402 Furniture and fixtures 951 947 Software 4,866 2,657 Leasehold improvements 2,275 3,539 Construction in progress 4,789 81 Total property and equipment, at cost 24,801 18,491 Less: Accumulated depreciation and amortization (15,244 ) (14,578 ) Property and equipment, net $ 9,557 $ 3,913 |
Correction of Error in Previo_2
Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of error corrections and prior period adjustments | Three Months Ended September 30, 2021 (in thousands, except share and per share amounts) Originally Adjustment As Restated Revenue Assay services revenue $ 17,499 $ — $ 17,499 Product revenue 75 — 75 Collaboration revenue 763 — 763 Other revenue 1,655 — 1,655 Total revenue 19,992 — 19,992 Operating expenses Cost of assay services revenue 8,737 — 8,737 Cost of product revenue 33 — 33 Research and development 15,596 — 15,596 Selling, general and administrative 20,632 — 20,632 Total operating expenses 44,998 — 44,998 Loss from operations (25,006 ) — (25,006 ) Other (expense) income Interest income and other, net 55 — 55 Interest expense (2 ) — (2 ) Change in fair value of warrant liabilities (8,111 ) — (8,111 ) Change in fair value of earn-out liability (5,662 ) — (5,662 ) Loss on extinguishment of debt, net (2,693 ) — (2,693 ) Total other expense (16,413 ) — (16,413 ) Net loss $ (41,419 ) $ — $ (41,419 ) Other comprehensive loss Net unrealized loss on available-for-sale securities (15 ) — (15 ) Foreign currency translation loss (4 ) — (4 ) Total other comprehensive loss (19 ) — (19 ) Comprehensive loss $ (41,438 ) $ — $ (41,438 ) Net loss per share, basic and diluted $ (0.55 ) $ 0.25 $ (0.30 ) Weighted average shares used in computing net loss per share, basic and diluted 75,684,521 61,491,707 137,176,228 Nine Months Ended September 30, 2021 (in thousands, except share and per share amounts) Originally Adjustment As Restated Revenue Assay services revenue $ 48,308 $ — $ 48,308 Product revenue 730 — 730 Collaboration revenue 2,288 — 2,288 Other revenue 7,306 — 7,306 Total revenue 58,632 — 58,632 Operating expenses Cost of assay services revenue 22,548 — 22,548 Cost of product revenue 452 — 452 Research and development 32,304 — 32,304 Selling, general and administrative 48,274 — 48,274 Total operating expenses 103,578 — 103,578 Loss from operations (44,946 ) — (44,946 ) Other (expense) income Interest income and other, net 126 — 126 Interest expense (1,324 ) — (1,324 ) Change in fair value of warrant liabilities (8,111 ) — (8,111 ) Change in fair value of earn-out liability (5,662 ) — (5,662 ) Loss on extinguishment of debt, net (4,323 ) — (4,323 ) Total other expense (19,294 ) — (19,294 ) Net loss $ (64,240 ) $ — $ (64,240 ) Other comprehensive loss Net unrealized loss on available-for-sale securities (7 ) — (7 ) Foreign currency translation loss (3 ) — (3 ) Total other comprehensive loss (10 ) — (10 ) Comprehensive loss $ (64,250 ) $ — $ (64,250 ) Net loss per share, basic and diluted $ (1.01 ) $ 0.48 $ (0.53 ) Weighted average shares used in computing net loss per share, basic and diluted 63,752,006 58,516,437 122,268,443 |
Description of Business (Detail
Description of Business (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Revenue growth percentage | 74% | 46% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 04, 2022 | Mar. 31, 2020 | Jul. 31, 2011 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Sep. 01, 2021 | Feb. 28, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Earn-out shares are payable (in Dollars per share) | $ 20 | |||||||||
Collaboration revenue | $ 763 | $ 763 | $ 3,051 | $ 2,483 | ||||||
Non-refundable upfront payment | 34,600 | 5,400 | ||||||||
Restricted cash on deposit | $ 4,900 | 780 | $ 780 | 250 | ||||||
Operating segment | 1 | 1 | ||||||||
ROU assets | $ 4,100 | |||||||||
Current operating lease liabilities | $ 985 | $ 66 | ||||||||
Non-current operating lease liabilities | $ 3,147 | $ 363 | $ 909 | |||||||
Exchange ratio | 0.8381 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Total other revenue | $ 2,964 | $ 3,331 | $ 9,260 | $ 5,672 | ||||||
Advertising costs | $ 700 | $ 200 | ||||||||
Expected dividend yield | 0% | 0% | ||||||||
Future minimum lease table | $ 5,500 | |||||||||
Company’s Revenues [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Company’s revenues | 31% | 35% | ||||||||
Company’s Revenues [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Company’s revenues | 44% | 25% | ||||||||
Company’s Gross [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Company’s revenues | 42% | 18% | 23% | |||||||
Illumina, Cambridge Ltd. [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Non-refundable upfront payment | $ 30,000 | |||||||||
Public Warrants [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Common stock per share (in Dollars per share) | $ 11.5 | |||||||||
Public Warrants [Member] | CMLS II [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 5,519,991 | |||||||||
Common stock per share (in Dollars per share) | $ 11.5 | |||||||||
Private Placement Warrants [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Common stock per share (in Dollars per share) | $ 11.5 | |||||||||
Private Placement Warrants [Member] | CMLS II [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 5,013,333 | |||||||||
Common stock per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||
Royalty [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Total other revenue | $ 2,955 | $ 3,000 | $ 8,515 | $ 5,261 | ||||||
Class A Common Stock [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Exchange ratio | 0.8381 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Current operating lease liabilities | 1,000 | |||||||||
Non-current operating lease liabilities | $ 3,600 | |||||||||
Lab Equipment [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Property and equipment | 1 | |||||||||
Lab Equipment [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Property and equipment | 5 years | |||||||||
Computer Equipment [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Property and equipment | 3 years | |||||||||
Furniture and Fixtures [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Property and equipment | 4 years | |||||||||
Software Development [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Property and equipment | 5 years | |||||||||
Old SomaLogic Shareholders [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Operating shareholders (in Shares) | 3,500,125 | |||||||||
Certain Employees and Directors [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Operating shareholders (in Shares) | 1,499,875 | |||||||||
Collaboration Revenue [Member] | NEC Corporation ("NEC") [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Collaborative arrangements, upfront payments | $ 12,000 | |||||||||
Collaborative arrangement rights and obligations aggregate payments term | 15 years | |||||||||
Collaborative arrangements, upfront payments | $ 2,000 | |||||||||
Collaborative arrangement rights and obligations aggregate payments term | 5 years | |||||||||
Collaborative arrangements, total payment amount | $ 10,000 | |||||||||
Collaboration revenue | $ 15,300 | |||||||||
Collaborative arrangements, license of intellectual property, term | 10 years | |||||||||
Collaboration Revenue [Member] | NEC Solution Innovators, Ltd. ("NES") [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Collaborative arrangements, upfront payments | $ 2,000 | |||||||||
Collaborative arrangement rights and obligations aggregate payments term | 5 years | |||||||||
Collaborative arrangements, total payment amount | $ 10,000 | |||||||||
Collaboration revenue | $ 15,300 | |||||||||
Collaborative arrangements, license of intellectual property, term | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Accounts Receivable [Member] | Customer A [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 36% | 10% | 26% | |||||
Accounts Receivable [Member] | Customer B [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | [1],[2] | 11% | |||||
Accounts Receivable [Member] | Customer C [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 13% | 20% | 25% | |||||
Accounts Receivable [Member] | Customer D [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 10% | 26% | 16% | |||||
Revenue [Member] | Customer A [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 35% | 22% | 21% | 30% | ||||
Revenue [Member] | Customer B [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | 37% | 13% | 26% | ||||
Revenue [Member] | Customer C [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 13% | 16% | 10% | [2] | ||||
Revenue [Member] | Customer D [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | [1] | [2] | [2] | ||||
[1]less than 10%[2]less than 10% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jan. 04, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) [Line Items] | ||||
Deferred revenue | $ 34.6 | $ 5.4 | ||
Collaboration revenue | $ 3.2 | $ 3.9 | ||
Remaining performance obligation | 3 years | 3 years 3 months 18 days | ||
Deferred revenue | $ 5.4 | $ 5.2 | ||
Collaboration revenue | 3.9 | 5 | ||
Other revenue | 1.5 | $ 0.2 | ||
Illumina, Cambridge Ltd. [Member] | ||||
Revenue (Details) [Line Items] | ||||
Deferred revenue | $ 30 | |||
Remaining performance obligation | 9 years | |||
Revenue agreement, initial transaction price | $ 30 | |||
Service And Other Revenues [Member] | ||||
Revenue (Details) [Line Items] | ||||
Deferred revenue | $ 1.4 | $ 1.5 |
Revenue (Details) - Summary of
Revenue (Details) - Summary of disaggregation of revenue - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Collaboration revenue | $ 763 | $ 763 | $ 3,051 | $ 2,483 |
Other revenue: | ||||
Total other revenue | 2,964 | 3,331 | 9,260 | 5,672 |
Total revenue | 22,980 | 18,860 | 81,626 | 55,889 |
Assay services revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,800 | 14,573 | 68,038 | 45,827 |
Product revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 453 | 193 | 1,277 | 1,907 |
Royalties [Member] | ||||
Other revenue: | ||||
Total other revenue | 2,955 | 3,000 | 8,515 | 5,261 |
Other [Member] | ||||
Other revenue: | ||||
Total other revenue | $ 9 | $ 331 | $ 745 | $ 411 |
Revenue (Details) - Summary o_2
Revenue (Details) - Summary of change in contract liabilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of change in contract liabilities [Abstract] | ||||
Balance at beginning of period | $ 5,385 | $ 5,177 | $ 5,177 | |
Recognition of revenue included in balance at beginning of period | (1,132) | (1,762) | (1,762) | $ (1,003) |
Revenue deferred during the period, net of revenue recognized | 30,317 | 1,970 | 1,970 | 711 |
Balance at end of period | $ 34,570 | $ 5,385 | $ 5,385 | $ 5,177 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | ||
Fair value of compound derivative liability | $ 1,400 | |
Credit percentage | 8% | |
Recovery rate percentage | 69% | |
Fair value of compound derivative liability, | 4,800 | |
Additional interest, premium | $ 708 | |
Convertible debt | 2,300 | |
Compound Derivative Liability [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Fair value of compound derivative liability | $ 400 | |
Amended and Restated Credit Agreement [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Additional interest, premium | $ 2,500 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Total investments | $ 210,480 | $ 218,289 | |
Gross Unrealized Loss, Total investments | 16 | ||
Gross Unrealized Loss, Total investments | (723) | (87) | |
Aggregate Fair Value, Total investments | 209,757 | 218,218 | |
Amortized Cost, Total assets measured at fair value on a recurring basis | 648,532 | 657,777 | |
Total assets measured at fair value on a recurring basis | 1 | 16 | |
Gross Unrealized Loss, Total assets measured at fair value on a recurring basis | (724) | (87) | |
Aggregate Fair Value, Total assets measured at fair value on a recurring basis | 647,809 | 657,706 | $ 204,898 |
Amortized Cost, Total cash and cash equivalents | 438,052 | 439,488 | |
Gross Unrealized Gain, Total cash and cash equivalents | 1 | ||
Gross Unrealized Loss, Total cash and cash equivalents | (1) | ||
Aggregate Fair Value, Total cash and cash equivalents | 438,052 | 439,488 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Cash | 105,219 | 114,533 | |
Aggregate Fair Value, Cash | 105,219 | 114,533 | |
Amortized Cost, Money market funds | 321,351 | 324,955 | 23,568 |
Aggregate Fair Value, Money market funds | 321,351 | 324,955 | 23,568 |
Amortized Cost, Total investments | 114,533 | 138,977 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Commercial paper | 11,482 | ||
Gross Unrealized Gain, Commercial paper | 1 | ||
Gross Unrealized Loss, Commercial paper | (1) | ||
Aggregate Fair Value, Commercial paper | 11,482 | ||
Fair Value, Inputs, Level 1 [Member] | Commercial paper [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Commercial paper | 132,631 | 177,852 | |
Gross Unrealized Gain, Commercial paper | 16 | ||
Gross Unrealized Loss, Commercial paper | (412) | (57) | |
Aggregate Fair Value, Commercial paper | 132,219 | 177,811 | |
Fair Value, Inputs, Level 1 [Member] | U.S. Treasuries [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, U.S. Treasuries | 48,632 | 12,021 | |
Gross Unrealized Loss, U.S. Treasuries | (211) | (9) | |
Aggregate Fair Value, U.S. Treasuries | 48,421 | 12,012 | |
Fair Value, Inputs, Level 1 [Member] | Asset-backed securities [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Asset-backed securities | 6,037 | 12,084 | |
Gross Unrealized Loss, Asset-backed securities | (22) | (8) | |
Aggregate Fair Value, Asset-backed securities | 6,015 | 12,076 | |
Fair Value, Inputs, Level 1 [Member] | Corporate bonds [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Corporate bonds | 18,180 | 16,332 | $ 6,093 |
Gross Unrealized Loss, Corporate bonds | (65) | (13) | |
Aggregate Fair Value, Corporate bonds | 18,115 | $ 16,319 | |
Fair Value, Inputs, Level 1 [Member] | Agency bonds [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items] | |||
Amortized Cost, Agency bonds | 5,000 | ||
Gross Unrealized Loss, Agency bonds | (13) | ||
Aggregate Fair Value, Agency bonds | $ 4,987 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of viabilities measured on recurring basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of fair value of viabilities measured on recurring basis [Line Items] | ||
Total liabilities measured at fair value on a recurring basis | $ 32,964 | $ 62,066 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of viabilities measured on recurring basis [Line Items] | ||
Earn-out liability | 11,813 | 18,437 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of viabilities measured on recurring basis [Line Items] | ||
Earn-out liability | 10,728 | 16,744 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of viabilities measured on recurring basis [Line Items] | ||
Earn-out liability | $ 10,423 | $ 26,885 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value measurement inputs and valuation techniques - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair value measurement inputs and valuation techniques [Abstract] | ||
Stock price on valuation date (in Dollars per share) | $ 8.02 | $ 11.64 |
Volatility | 73.70% | 85.60% |
Risk-free rate | 1.51% | 0.34% |
Dividend yield |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule fair value of liabilities, unobservable input reconciliation - Contingent Consideration, Liability [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of liabilities, beginning balance | $ 26,885 |
Change in fair value of earn-out liability | (16,462) |
Fair value of liabilities, ending balance | $ 10,423 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Leases (Details) [Line Items] | ||
Rent expense | $ 0.4 | |
Operating lease liabilities | $ 0.5 | |
Lease agreements to lease buildings | 2 | |
Lease deposit | $ 4.1 | |
Annual base rent | $ 1.3 | |
Percentage of lease subject to annual increases | 3% | |
Lease annual base rent increases | $ 1.8 | |
Leases improvement allowances | $ 3.5 | |
Extend term of leases | 3 | |
Leases for consecutive periods | 60 months | |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease terms | 2 years | |
Leases renewal term | 3 years | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease terms | 5 years | |
Leases renewal term | 10 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease costs $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Schedule of lease costs [Abstract] | |
Operating lease cost | $ 401 |
Variable lease cost | 181 |
Short-term lease cost | 11 |
Total lease cost | $ 593 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease payment maturities to the lease liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of lease payment maturities to the lease liabilities [Abstract] | ||
Remainder of 2022 | $ 1,387 | |
2023 | 1,905 | |
2024 | 810 | |
2025 | 834 | |
2026 | 144 | |
Total | 5,080 | |
Less: amount of lease payments representing interest | (210) | |
Less: tenant improvement allowance yet to be received | (775) | |
Present value of future minimum lease payments | 4,095 | $ 5,542 |
Less: current operating lease liabilities (included in other current liabilities) | (985) | |
Long-term operating lease liabilities (including in other long-term liabilities) | $ 3,110 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental information related to our operating leases | Mar. 31, 2022 |
Schedule of supplemental information related to our operating leases [Abstract] | |
Weighted average remaining lease term | 2 years 10 months 24 days |
Weighted average discount rate | 2.60% |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of inventory [Abstract] | ||||
Raw materials | $ 15,952 | $ 15,205 | $ 15,205 | $ 12,883 |
Work in process | 988 | |||
Finished goods | 118 | 93 | 93 | 161 |
Total inventory | 17,058 | 15,298 | 15,298 | 13,044 |
Inventory (current) | 14,236 | 11,213 | 11,213 | 7,020 |
Non-current inventory | $ 2,822 | $ 4,085 | $ 4,085 | $ 6,024 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | |||
Accrued compensation | $ 4,916 | $ 9,832 | $ 5,378 |
Accrued charitable contributions | 400 | 400 | 400 |
Accrued medical claims | 471 | 398 | 307 |
Other | 255 | 479 | 225 |
Total accrued liabilities | $ 6,042 | $ 11,109 | $ 6,310 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 10, 2022 USD ($) | Dec. 31, 2019 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||
Termination fee | $ 0.3 | |||
Operating lease, restricted cash deposits | $ 0.8 | 0.3 | ||
Operating leases expenses | 1.8 | $ 1.9 | ||
Total operating lease | $ 5.5 | |||
Purchase fixed payment | $ 5 | |||
Received cash | $ 5 | |||
Redeemable convertible preferred stock (in Shares) | shares | 737,463 | |||
Stock reverse recapitalization (in Shares) | shares | 1,236,135 | |||
Redeemable Convertible Preferred Stock [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Redeemable convertible preferred stock (in Shares) | shares | 737,463 | |||
Subsequent Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Number of lease agreements | 2 | |||
Annual base rent | $ 1.3 | |||
Annual increases, percentage | 3% | |||
Leases improvement allowances | $ 3.5 | |||
Number of extend term | 3 | |||
Leases period | 60 months | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Annual base rent | $ 1.8 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 09, 2021 | Jun. 21, 2021 | Apr. 09, 2021 | Nov. 20, 2020 | Jun. 29, 2020 | Apr. 30, 2020 | Dec. 31, 2017 | Feb. 29, 2016 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2017 | Mar. 31, 2007 | |
Debt (Details) [Line Items] | |||||||||||||
Interest expense | $ 1.3 | $ 5.8 | |||||||||||
Amortization debt issuance costs | 0.3 | 2 | |||||||||||
Net of amortization | 0.1 | 0.5 | |||||||||||
Long-term debt | 0.2 | 0.6 | |||||||||||
Amended and Restated Credit Agreement [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 5.2 | 5.2 | $ 0.6 | ||||||||||
Maturity date | Dec. 31, 2022 | ||||||||||||
Interest rate | 12% | ||||||||||||
Net proceeds | $ 3.4 | $ 35 | |||||||||||
Debt issuance costs | $ 0.8 | ||||||||||||
Debt recorded | 1.6 | ||||||||||||
Additional capital | $ 0.2 | ||||||||||||
Principal percentage | 2% | 3% | |||||||||||
Amendment fee | $ 2.5 | ||||||||||||
Additional interest | $ 1.4 | ||||||||||||
Fair value exchange | $ 18 | ||||||||||||
Payment of debt prepayment cost | $ 4 | 10 | |||||||||||
Amendment fees | $ 5.5 | ||||||||||||
Fixed interest rate percentage | 11% | ||||||||||||
Outstanding principal | $ 33.3 | ||||||||||||
Amended and Restated Credit Agreement [Member] | Common Stock [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Common stock (in Shares) | 800,000 | ||||||||||||
Reverse recapitalization (in Shares) | 670,480 | 4,443,906 | |||||||||||
Shares issued (in Shares) | 800,000 | ||||||||||||
Amended and Restated Credit Agreement [Member] | Preferred Stock [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Redeemable convertible preferred stock (in Shares) | 2,651,179 | 2,651,179 | |||||||||||
Amended and Restated Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Annual floating interest rate | 1% | ||||||||||||
Interest rate plus | 12.50% | ||||||||||||
Amended and Restated Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Interest rate plus | 12.50% | ||||||||||||
Amended and Restated Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Interest rate plus | 8.86% | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 2.7 | 2.7 | |||||||||||
Aggregate amount | $ 2 | ||||||||||||
Fixed interest rate | 3.75% | ||||||||||||
Additional paid-in capital | 0.1 | ||||||||||||
Amortization of discount | 0.1 | $ 0.1 | |||||||||||
Interest expense | $ 0.1 | $ 0.1 | |||||||||||
Convertible Debt [Member] | Common Stock [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Preferred stock per share (in Dollars per share) | $ 3,720 | ||||||||||||
Reverse recapitalization (in Shares) | 571,642 | ||||||||||||
Convertible Debt [Member] | Preferred Stock [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Preferred stock per share (in Dollars per share) | $ 5,870 | ||||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Aggregate amount | $ 3.5 | ||||||||||||
Maturity date | Apr. 13, 2022 | ||||||||||||
Interest rate | 0.98% | ||||||||||||
Accrued interest | $ 0.1 | ||||||||||||
Prepayment [Member] | Amended and Restated Credit Agreement [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Payment of debt prepayment cost | $ 2.5 | ||||||||||||
Class B Common Stock [Member] | Amended and Restated Credit Agreement [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Fair value of per share (in Dollars per share) | $ 12.35 | ||||||||||||
Fair value issued | $ 9.9 | ||||||||||||
Class B Common Stock [Member] | Convertible Debt [Member] | |||||||||||||
Debt (Details) [Line Items] | |||||||||||||
Common stock (in Shares) | 682,070 | 682,070 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 31, 2022 | Feb. 25, 2022 | Sep. 01, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||||
Common Stock, shares authorized (in Shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Redemption price | $ 0.1 | ||||
Fair market value, maximum conversion ratio (in Shares) | 0.361 | ||||
Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Exercise price of warrants | $ 11.5 | ||||
Minimum [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Stock price redemption threshold | $ 10 | ||||
Maximum [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Stock price redemption threshold | 18 | ||||
Public Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, par value | 18 | ||||
Stock price redemption threshold | 18 | ||||
Redemption price | $ 0.01 | ||||
Public Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants outstanding (in Shares) | 5,519,991 | 5,519,991 | |||
Exercise price of warrants | $ 11.5 | ||||
Stock price redemption threshold | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants outstanding (in Shares) | 5,013,333 | 5,013,333 | |||
Exercise price of warrants | $ 11.5 | ||||
Stock price redemption threshold | $ 10 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation (Details) [Line Items] | ||||
Vesting percentage | 25% | |||
Awards granted | 14,727 | 1,499,875 | ||
Options outstanding, granted | 17,144,896 | |||
Vesting period | 4 years | |||
Vesting percentage | 25% | |||
Options exercised (in Dollars) | $ 4,700 | $ 400 | ||
Options granted (in Dollars per share) | $ 4.78 | $ 1.69 | ||
Compensation expense (in Dollars) | $ 40,200 | |||
Weighted average period | 2 years 11 months 19 days | |||
Stock based compensation expense (in Dollars) | $ 700 | |||
Stock based compensation (in Dollars) | 6,500 | |||
Stockholders equity | 12,342 | |||
Other long-term liabilities (in Dollars) | $ 40 | |||
Shares outstanding | 1,444,484 | |||
Weighted-average grant (in Dollars per share) | $ 7.04 | |||
Expected volatility | 89.80% | |||
Forfeiture percentage rate | 8.30% | |||
Stock-based compensation expense (in Dollars) | $ 2,900 | |||
2021 Plan [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Shares authorized | 21,300,000 | |||
Awards granted | 2,944,448 | |||
Shares reserved | 38,496,936 | |||
Stock Options Awards [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Options outstanding | 14,443,767 | |||
Options outstanding, granted | 5,259,078 | |||
Minimum [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Risk-free interest rate | 0.10% | |||
Stock price (in Dollars per share) | $ 10.63 | |||
Maximum [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Risk-free interest rate | 0.11% | |||
Stock price (in Dollars per share) | $ 10.67 | |||
Common Stock [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Awards granted | 53,120 | |||
Stock Based Compensation Expense [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Share based compensation expense (in Dollars) | $ 800 | |||
Service Provider Earn Outs [Member] | ||||
Stock-based Compensation (Details) [Line Items] | ||||
Compensation expense (in Dollars) | $ 6,700 | |||
Weighted average period | 1 year 2 months 12 days |
Stock-based Compensation (Det_2
Stock-based Compensation (Details) - Schedule of stock-based compensation - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 8,671 | $ 3,252 | $ 28,415 | $ 15,172 |
Cost of revenue [Member] | Cost of assay services revenue [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 291 | 89 | 633 | 413 |
Cost of revenue [Member] | Cost of product revenue [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 7 | 1 | 14 | 14 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 1,732 | 703 | 10,958 | 4,173 |
Selling, general and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 6,641 | $ 2,459 | $ 16,810 | $ 10,572 |
Stock-based Compensation (Det_3
Stock-based Compensation (Details) - Schedule of stock option and RSU activity | 3 Months Ended | |
Mar. 31, 2022 shares | ||
Stock Options [Member] | ||
Stock-based Compensation (Details) - Schedule of stock option and RSU activity [Line Items] | ||
Outstanding as of December 31, 2021 | 19,702,845 | [1] |
Granted | 4,364,402 | [1] |
Exercised | (624,685) | [1] |
Forfeited | (303,040) | [1] |
Expired | [1] | |
Outstanding as of March 31, 2022 | 23,139,522 | [1] |
Restricted Stock [Member] | ||
Stock-based Compensation (Details) - Schedule of stock option and RSU activity [Line Items] | ||
Outstanding as of December 31, 2021 | [2] | |
Granted | 557,756 | [2] |
Exercised | [2] | |
Forfeited | (4,563) | [2] |
Expired | [2] | |
Outstanding as of March 31, 2022 | 553,193 | [2] |
[1]The stock options generally vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter.[2]The RSUs vest subject to the satisfaction of service requirements. The grant date fair values of these awards are determined based on the closing price of our Common Stock on the date of grant. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 133 | $ 113.3 |
Valuation allowance increased | 19.7 | |
Net operating losses | 385.5 | 328.6 |
Aggregate federal net operating losses | 179.9 | |
Remaining amount | 205.5 | |
State net operating losses | 359.9 | 340.3 |
Research and development credit carryforward | 12.5 | 11.8 |
Unrecognized tax benefits | $ 1.3 | $ 1.2 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net loss per share [Abstract] | ||||
Net loss | $ (3,979) | $ (9,484) | $ (87,547) | $ (53,015) |
Weighted-average shares outstanding, basic and diluted | 182,050,468 | 114,475,401 | 137,157,283 | 65,161,358 |
Net loss per share, basic and diluted | $ (0.02) | $ (0.08) | $ (0.64) | $ (0.81) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of potentially dilutive securities were excluded from the computation of diluted net loss per share - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 34,237,343 | 16,078,635 | 30,236,169 | 11,801,525 |
Stock options to purchase common stock [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 23,139,522 | 15,507,529 | 19,702,845 | 11,350,934 |
Public warrants and private placement warrants [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 10,533,324 | 10,533,324 | ||
Convertible debt (on an if-converted basis) [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 571,106 | 450,591 | ||
Unvested RSUs outstanding [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 553,193 | |||
Employee stock purchase plan [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 11,304 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Parties (Details) [Line Items] | ||||
Accrued charitable contributions, current | $ 400 | |||
Payments for charitable contributions | $ 200 | $ 100 | ||
Accrued liabilities | 400 | |||
Master Agreement [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Payments for related party consulting services | 100 | $ 300 | 900 | |
Stock-based compensation, remaining commitment | $ 40 | 40 | ||
Aggregate fair value | $ 800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Accounts Receivable [Member] | Customer A [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 36% | 10% | 26% | |||||
Accounts Receivable [Member] | Customer B [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | [1],[2] | 11% | |||||
Accounts Receivable [Member] | Customer C [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 13% | 20% | 25% | |||||
Accounts Receivable [Member] | Customer D [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 10% | 26% | 16% | |||||
Revenue [Member] | Customer A [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 35% | 22% | 21% | 30% | ||||
Revenue [Member] | Customer B [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | 37% | 13% | 26% | ||||
Revenue [Member] | Customer C [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 13% | 16% | 10% | [2] | ||||
Revenue [Member] | Customer D [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | [1] | [1] | [2] | [2] | ||||
[1]less than 10%[2]less than 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 17,146 | $ 17,529 |
Less: allowance for doubtful accounts | (72) | (80) |
Accounts receivable, net | $ 17,074 | $ 17,449 |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Business Combination (Details) [Line Items] | |
Consideration payable | $ 1,250 |
Consisting of cash payments | $ 50 |
Deemed value of per share (in Dollars per share) | $ / shares | $ 10 |
Price per share (in Dollars per share) | $ / shares | $ 20 |
Redemption shares (in Shares) | shares | 809,850 |
Gross proceeds | $ 619.4 |
Transaction costs | $ 39.3 |
Old SomaLogic [Member] | |
Business Combination (Details) [Line Items] | |
Additional shares (in Shares) | shares | 3,500,125 |
Gross proceeds | $ 50 |
Old SomaLogic [Member] | Class B Common Stock [Member] | |
Business Combination (Details) [Line Items] | |
Number of shares (in Shares) | shares | 75,404,883 |
Redeemable convertible preferred stock (in Shares) | shares | 31,485,973 |
Employees and Directors [Member] | |
Business Combination (Details) [Line Items] | |
Additional shares (in Shares) | shares | 1,499,875 |
PIPE Investment [Member] | |
Business Combination (Details) [Line Items] | |
Aggregate shares (in Shares) | shares | 36,500,000 |
Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
PIPE Investment [Member] | Series of Individually Immaterial Asset Acquisitions [Member] | |
Business Combination (Details) [Line Items] | |
Aggregate purchase price | $ 365 |
CMLS II [Member] | |
Business Combination (Details) [Line Items] | |
Redemption shares (in Shares) | shares | 809,850 |
Aggregate amount | $ 8.1 |
Consisting amount | $ 254.4 |
CMLS II [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |
Business Combination (Details) [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 10 |
CMLS II [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Class B Common Stock [Member] | |
Business Combination (Details) [Line Items] | |
Issued and outstanding shares (in Shares) | shares | 6,900,000 |
PIPE Investors [Member] | |
Business Combination (Details) [Line Items] | |
Consisting amount | $ 365 |
Business Combination (Details)
Business Combination (Details) - Schedule Of consummation of the business combination | 12 Months Ended | |
Dec. 31, 2021 shares | ||
Schedule Of consummation of the business combination [Abstract] | ||
CMLS II Class A common stock, outstanding prior to Business Combination | 27,600,000 | |
Less: CMLS II Redemption shares | (809,850) | |
Class A common stock of CMLS II, net of redemptions | 26,790,150 | |
Conversion of CMLS II Founder Shares for Common Stock | 6,900,000 | |
Shares issued pursuant to PIPE Investment | 36,500,000 | |
Conversion of Old SomaLogic shares for Common Stock | 110,973,213 | [1] |
Total shares of SomaLogic Common Stock, immediately after Business Combination | 181,163,363 | |
[1]The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381. |
Revenue (Details) - Summary o_3
Revenue (Details) - Summary of Disaggregation of Revenue - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Collaboration revenue | $ 763 | $ 763 | $ 3,051 | $ 2,483 |
Other revenue: | ||||
Total other revenue | 2,964 | 3,331 | 9,260 | 5,672 |
Total revenue | 22,980 | 18,860 | 81,626 | 55,889 |
Assay services revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,800 | 14,573 | 68,038 | 45,827 |
Product revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 453 | 193 | 1,277 | 1,907 |
Royalties [Member] | ||||
Other revenue: | ||||
Total other revenue | 2,955 | 3,000 | 8,515 | 5,261 |
Other [Member] | ||||
Other revenue: | ||||
Total other revenue | $ 9 | $ 331 | $ 745 | $ 411 |
Revenue (Details) - Summary o_4
Revenue (Details) - Summary of Change in Contract Liabilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of change in contract liabilities [Abstract] | ||||
Balance at beginning of period | $ 5,177 | $ 5,469 | ||
Recognition of revenue included in balance at beginning of period | $ (1,132) | $ (1,762) | (1,762) | (1,003) |
Revenue deferred during the period, net of revenue recognized | 30,317 | 1,970 | 1,970 | 711 |
Balance at end of period | $ 34,570 | $ 5,385 | $ 5,385 | $ 5,177 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents: | |||
Amortized Cost, Cash | $ 210,480 | $ 218,289 | |
Amortized Cost, Total cash and cash equivalents | 439,488 | $ 164,944 | |
Gross Unrealized Gain, Total cash and cash equivalents | |||
Gross Unrealized Loss, Total cash and cash equivalents | |||
Aggregate Fair Value, Total cash and cash equivalents | 439,488 | 164,944 | |
Investments: | |||
Amortized Cost, Total investments | 218,289 | 39,956 | |
Gross Unrealized Gain, Total investments | 16 | 2 | |
Gross Unrealized Loss, Total investments | (87) | (4) | |
Aggregate Fair Value, Total investments | 218,218 | 39,954 | |
Amortized Cost, Total assets measured at fair value on a recurring basis | 657,777 | 204,900 | |
Gross Unrealized Gain, Total assets measured at fair value on a recurring basis | 16 | 2 | |
Gross Unrealized Loss, Total assets measured at fair value on a recurring basis | (87) | (4) | |
Aggregate Fair Value, Total assets measured at fair value on a recurring basis | 647,809 | 657,706 | 204,898 |
Fair Value, Inputs, Level 1 [Member] | |||
Cash and cash equivalents: | |||
Amortized Cost, Cash | 114,533 | 138,977 | |
Gross Unrealized Gain, Cash | |||
Gross Unrealized Loss, Cash | |||
Aggregate Fair Value, Cash | 114,533 | 138,977 | |
Amortized Cost, Money market funds | 321,351 | 324,955 | 23,568 |
Gross Unrealized Gain, Money market funds | |||
Gross Unrealized Loss, Money market funds | |||
Aggregate Fair Value, Money market funds | 324,955 | 23,568 | |
Investments: | |||
Amortized Cost, Commercial paper | 2,399 | ||
Gross Unrealized Gain, Commercial paper | |||
Gross Unrealized Loss, Commercial paper | |||
Aggregate Fair Value, Commercial paper | 2,399 | ||
Fair Value, Inputs, Level 2 [Member] | Commercial paper [Member] | |||
Investments: | |||
Amortized Cost, Commercial paper | 177,852 | 33,863 | |
Gross Unrealized Gain, Commercial paper | 16 | 2 | |
Gross Unrealized Loss, Commercial paper | (57) | (2) | |
Aggregate Fair Value, Commercial paper | 177,811 | 33,863 | |
Fair Value, Inputs, Level 2 [Member] | U.S. Treasuries [Member] | |||
Investments: | |||
Amortized Cost, U.S. Treasuries | 48,632 | 12,021 | |
Gross Unrealized Gain, U.S. Treasuries | |||
Gross Unrealized Loss, U.S. Treasuries | (211) | (9) | |
Aggregate Fair Value, U.S. Treasuries | 48,421 | 12,012 | |
Fair Value, Inputs, Level 2 [Member] | Asset-backed securities [Member] | |||
Investments: | |||
Amortized Cost, Asset-backed securities | 6,037 | 12,084 | |
Gross Unrealized Gain, Asset-backed securities | |||
Gross Unrealized Loss, Asset-backed securities | (22) | (8) | |
Aggregate Fair Value, Asset-backed securities | 6,015 | 12,076 | |
Fair Value, Inputs, Level 2 [Member] | Corporate bonds [Member] | |||
Investments: | |||
Amortized Cost, Corporate bonds | $ 18,180 | 16,332 | 6,093 |
Gross Unrealized Gain, Corporate bonds | |||
Gross Unrealized Loss, Corporate bonds | (13) | (2) | |
Aggregate Fair Value, Corporate bonds | $ 16,319 | $ 6,091 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of fair value of liabilities measured on recurring basis - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value of liabilities measured on recurring basis [Line Items] | ||
Earn-out liability | $ 425 | |
Total liabilities measured at fair value on a recurring basis | $ 62,066 | $ 425 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of liabilities measured on recurring basis [Line Items] | ||
Earn-out liability | 18,437 | |
Fair Value, Inputs, Level 2 [Member] | Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of liabilities measured on recurring basis [Line Items] | ||
Earn-out liability | 16,744 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of liabilities measured on recurring basis [Line Items] | ||
Earn-out liability | $ 26,885 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of fair value measurement inputs and valuation techniques | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price on valuation date (in Dollars) | $ 11.64 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 85.60% |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free rate | 0.34% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Dividend yield |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule fair value of iabilities, unobservable input reconciliation $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule fair value of iabilities, unobservable input reconciliation [Abstract] | |
Fair value of liabilities, beginning balance | $ 25,016 |
Change in fair value of earn-out liability | 1,869 |
Fair value of liabilities, ending balance | $ 26,885 |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of inventory [Abstract] | ||||
Raw materials | $ 15,952 | $ 15,205 | $ 15,205 | $ 12,883 |
Finished goods | 118 | 93 | 93 | 161 |
Total inventory | 17,058 | 15,298 | 15,298 | 13,044 |
Inventory (current) | 14,236 | 11,213 | 11,213 | 7,020 |
Non-current inventory | $ 2,822 | $ 4,085 | $ 4,085 | $ 6,024 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1.8 | $ 2.3 |
Amortization expense | 0.8 | 0.5 |
Unamortized internal use software costs | $ 2.4 | $ 1 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 24,801 | $ 18,491 |
Less: Accumulated depreciation and amortization | (15,244) | (14,578) |
Property and equipment, net | 9,557 | 3,913 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 10,504 | 9,865 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 1,416 | 1,402 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 951 | 947 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 4,866 | 2,657 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 2,275 | 3,539 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 4,789 | $ 81 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | |||
Accrued compensation | $ 4,916 | $ 9,832 | $ 5,378 |
Accrued charitable contributions | 400 | 400 | 400 |
Accrued medical claims | 471 | 398 | 307 |
Other | 255 | 479 | 225 |
Total accrued liabilities | $ 6,042 | $ 11,109 | $ 6,310 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payments - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of future minimum lease payments [Abstract] | ||
2022 | $ 1,850 | |
2023 | 1,905 | |
2024 | 810 | |
2025 | 834 | |
2026 | 143 | |
Total future minimum lease payments | $ 4,095 | $ 5,542 |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt consisted - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of debt consisted [Abstract] | ||
Paycheck Protection Program loan | $ 3,520 | |
Amended and Restated Credit Agreement | 33,087 | |
Plus: Premium | 708 | |
Less: Unamortized debt issuance costs | (2,566) | |
Total long-term debt | 34,749 | |
Current portion of long-term debt | 2,423 | |
Long-term debt, net of current portion | $ 32,326 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 shares | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 30, 2020 $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | |
Redeemable Convertible Preferred Stock (Details) [Line Items] | |||||
Issuance and sale of redeemable convertible preferred stock | 13,643,059 | 17,842,914 | |||
Issuance and sale of redeemable convertible preferred stock, price per share (in Dollars per share) | $ / shares | $ 6.78 | $ 6.78 | $ 6.78 | ||
Aggregate purchase price (in Dollars per share) | $ / shares | $ 213,500,000 | $ 213,500,000 | $ 213,500,000 | ||
Equity issuance costs (in Dollars) | $ | $ 11.4 | ||||
Convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Convertible preferred stock, shares issued and outstanding | 31,485,973 | 31,485,973 | |||
Convertible preferred stock, liquidation preference (in Dollars) | $ | $ 213.5 | $ 213.5 | |||
Exchange ratio | 0.8381 | ||||
Convertible preferred stock, shares issued | 31,485,973 | 31,485,973 | |||
Common stock result of reverse recapitalization | 12,342 | ||||
Common Stock [Member] | |||||
Redeemable Convertible Preferred Stock (Details) [Line Items] | |||||
Common stock result of reverse recapitalization | 52,776,787 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 8,671 | $ 3,252 | $ 28,415 | $ 15,172 |
Cost of revenue [Member] | Cost of assay services revenue [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 291 | 89 | 633 | 413 |
Cost of revenue [Member] | Cost of product revenue [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 7 | 1 | 14 | 14 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 1,732 | 703 | 10,958 | 4,173 |
Selling, general and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 6,641 | $ 2,459 | $ 16,810 | $ 10,572 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Schedule of stock option activity [Abstract] | |
Number of Shares, Outstanding , Beginning | shares | 11,350,934 |
Weighted Average Exercise Price Per Share, Outstanding , Beginning | $ / shares | $ 3.92 |
Number of Shares, Granted | shares | 10,271,113 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | $ 7.49 |
Number of Shares, Exercised | shares | (1,311,307) |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | $ 3.05 |
Number of Shares,, Forfeited | shares | (453,551) |
Average Exercise Price Per Share, Forfeited | $ / shares | $ 4.54 |
Number of Shares Expired | shares | (154,344) |
Weighted Average Exercise Price Per Share, Expired | $ / shares | $ 2.26 |
Number of Shares, Outstanding , Ending | shares | 19,702,845 |
Weighted Average Exercise Price Per Share Outstanding , Ending | $ / shares | $ 5.83 |
Weighted Average Remaining Contractual Life (in years), Outstanding , Ending | 8 years 3 months 21 days |
Aggregate Intrinsic Value, Outstanding , Ending | $ | $ 115,314 |
Number of Shares, Exercisable | shares | 7,554,433 |
Weighted Average Exercise Price Per Share, Exercisable | $ / shares | $ 3.88 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 6 years 9 months 7 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 58,655 |
Number of Shares, Vested and expected to vest | shares | 17,144,896 |
Weighted Average Exercise Price Per Share, Vested and expected to vest | $ / shares | $ 5.67 |
Weighted Average Remaining Contractual Life (in years) , | 8 years 2 months 1 day |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 103,148 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of assumptions used for valuing stock options granted | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of assumptions used for valuing stock options granted [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Risk-free interest rate | 1.51% | 0.34% | |
Expected weighted-average life of options | 6 years 14 days | 5 years 11 months 12 days | |
Minimum [Member] | |||
Stock-Based Compensation (Details) - Schedule of assumptions used for valuing stock options granted [Line Items] | |||
Expected volatility | 71.40% | 83.50% | |
Risk-free interest rate | 0.64% | 0.32% | |
Maximum [Member] | |||
Stock-Based Compensation (Details) - Schedule of assumptions used for valuing stock options granted [Line Items] | |||
Expected volatility | 92.80% | 92% | |
Risk-free interest rate | 1.38% | 0.54% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of company’s provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax expense (benefit) | ||
Federal | $ 17 | $ 3 |
State | 21 | 20 |
Total | 38 | 23 |
Deferred tax expense (benefit) | ||
Federal | ||
State | ||
Total | ||
Provision for income taxes | $ 38 | $ 23 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the income tax benefit - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the income tax benefit [Abstract] | ||
Income tax benefit at the federal statutory rate | $ (18,404) | $ (11,128) |
State income taxes, net of federal income tax benefit | (3,008) | (3,003) |
Nondeductible stock-based compensation | 1,049 | 1,094 |
Expiration of net operating loss and research and development credits | 3,244 | 1,056 |
Term loan amendment | 19 | |
Change in valuation allowance | 15,092 | 14,446 |
Other permanent items | 1,311 | 4 |
Research and development credits | (1,110) | (1,110) |
Return to provision adjustments | 855 | (993) |
Other, net | 1,009 | (362) |
Provision for income taxes | $ 38 | $ 23 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred income tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 98,032 | $ 84,358 |
Research and development credits | 11,264 | 10,590 |
Depreciation and amortization | 598 | 539 |
Deferred revenue | 1,344 | 1,389 |
Accrued expenses and non-deductible reserves | 200 | 761 |
Compensation accruals | 1,796 | 1,076 |
Stock-based compensation | 11,952 | 8,731 |
Interest expense carryforward | 6,628 | 3,242 |
Loan discount and issuance costs | 2,333 | |
Other | 1,139 | 291 |
Deferred tax assets, gross | 132,953 | 113,310 |
Valuation allowance | (132,953) | (113,310) |
Deferred income taxes, net of valuation allowance | ||
Deferred income tax liabilities | ||
Net deferred income tax assets (liabilities) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of the unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the unrecognized tax benefits [Abstract] | ||
Unrecognized tax benefit – beginning balance | $ 1,176 | $ 1,071 |
Increase related to tax positions taken in the current year | 111 | 111 |
Increase related to tax positions taken in the prior year | ||
Decrease related to tax positions taken in the prior year | (36) | (6) |
Unrecognized tax benefit – ending balance | $ 1,251 | $ 1,176 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution, percentage of match | 100% | |
Employee contributions, percentage | 4% | |
Matching contributions amount | $ 1.1 | $ 0.8 |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net loss per share [Abstract] | ||||
Net loss | $ (3,979) | $ (9,484) | $ (87,547) | $ (53,015) |
Weighted-average shares outstanding, basic and diluted | 182,050,468 | 114,475,401 | 137,157,283 | 65,161,358 |
Net loss per share, basic and diluted | $ (0.02) | $ (0.08) | $ (0.64) | $ (0.81) |
Net Loss Per Share (Details) _4
Net Loss Per Share (Details) - Schedule of potentially dilutive securities were excluded from the computation of diluted net loss per share - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 34,237,343 | 16,078,635 | 30,236,169 | 11,801,525 |
Stock options to purchase common stock [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 23,139,522 | 15,507,529 | 19,702,845 | 11,350,934 |
Public Warrants and Private Placement Warrants [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 10,533,324 | 10,533,324 | ||
Convertible debt (on an if-converted basis) [Member] | ||||
Anti-dilutive shares: | ||||
Total anti-dilutive shares | 571,106 | 450,591 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jan. 04, 2022 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Payment | $ 30 |
Correction of Error in Previo_3
Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) (Details) - Schedule of error corrections and prior period adjustments - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Originally Reported [Member] | ||
Revenue | ||
Collaboration revenue | $ 763 | $ 2,288 |
Other revenue | 1,655 | 7,306 |
Total revenue | 19,992 | 58,632 |
Operating expenses | ||
Research and development | 15,596 | 32,304 |
Selling, general and administrative | 20,632 | 48,274 |
Total operating expenses | 44,998 | 103,578 |
Loss from operations | (25,006) | (44,946) |
Other (expense) income | ||
Interest income and other, net | 55 | 126 |
Interest expense | (2) | (1,324) |
Change in fair value of warrant liabilities | (8,111) | (8,111) |
Change in fair value of earn-out liability | (5,662) | (5,662) |
Loss on extinguishment of debt, net | (2,693) | (4,323) |
Total other expense | (16,413) | (19,294) |
Net loss | (41,419) | (64,240) |
Other comprehensive loss | ||
Net unrealized loss on available-for-sale securities | (15) | (7) |
Foreign currency translation loss | (4) | (3) |
Total other comprehensive loss | (19) | (10) |
Comprehensive loss | $ (41,438) | $ (64,250) |
Net loss per share, basic and diluted (in Dollars per share) | $ (0.55) | $ (1.01) |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | 75,684,521 | 63,752,006 |
Adjustment [Member] | ||
Revenue | ||
Collaboration revenue | ||
Other revenue | ||
Total revenue | ||
Operating expenses | ||
Research and development | ||
Selling, general and administrative | ||
Total operating expenses | ||
Loss from operations | ||
Other (expense) income | ||
Interest income and other, net | ||
Interest expense | ||
Change in fair value of warrant liabilities | ||
Change in fair value of earn-out liability | ||
Loss on extinguishment of debt, net | ||
Total other expense | ||
Net loss | ||
Other comprehensive loss | ||
Net unrealized loss on available-for-sale securities | ||
Foreign currency translation loss | ||
Total other comprehensive loss | ||
Comprehensive loss | ||
Net loss per share, basic and diluted (in Dollars per share) | $ 0.25 | $ 0.48 |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | 61,491,707 | 58,516,437 |
As Restated [Member] | ||
Revenue | ||
Collaboration revenue | $ 763 | $ 2,288 |
Other revenue | 1,655 | 7,306 |
Total revenue | 19,992 | 58,632 |
Operating expenses | ||
Research and development | 15,596 | 32,304 |
Selling, general and administrative | 20,632 | 48,274 |
Total operating expenses | 44,998 | 103,578 |
Loss from operations | (25,006) | (44,946) |
Other (expense) income | ||
Interest income and other, net | 55 | 126 |
Interest expense | (2) | (1,324) |
Change in fair value of warrant liabilities | (8,111) | (8,111) |
Change in fair value of earn-out liability | (5,662) | (5,662) |
Loss on extinguishment of debt, net | (2,693) | (4,323) |
Total other expense | (16,413) | (19,294) |
Net loss | (41,419) | (64,240) |
Other comprehensive loss | ||
Net unrealized loss on available-for-sale securities | (15) | (7) |
Foreign currency translation loss | (4) | (3) |
Total other comprehensive loss | (19) | (10) |
Comprehensive loss | $ (41,438) | $ (64,250) |
Net loss per share, basic and diluted (in Dollars per share) | $ (0.3) | $ (0.53) |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | 137,176,228 | 122,268,443 |
Assay services revenue [Member] | Originally Reported [Member] | ||
Revenue | ||
Revenue | $ 17,499 | $ 48,308 |
Operating expenses | ||
Cost of revenue | 8,737 | 22,548 |
Assay services revenue [Member] | Adjustment [Member] | ||
Revenue | ||
Revenue | ||
Operating expenses | ||
Cost of revenue | ||
Assay services revenue [Member] | As Restated [Member] | ||
Revenue | ||
Revenue | 17,499 | 48,308 |
Operating expenses | ||
Cost of revenue | 8,737 | 22,548 |
Product revenue [Member] | Originally Reported [Member] | ||
Revenue | ||
Revenue | 75 | 730 |
Operating expenses | ||
Cost of revenue | 33 | 452 |
Product revenue [Member] | Adjustment [Member] | ||
Revenue | ||
Revenue | ||
Operating expenses | ||
Cost of revenue | ||
Product revenue [Member] | As Restated [Member] | ||
Revenue | ||
Revenue | 75 | 730 |
Operating expenses | ||
Cost of revenue | $ 33 | $ 452 |