SomaLogic (SLGCW) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	Apr. 29, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-39796
Entity Registrant Name	SOMALOGIC, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4298912
Entity Address, Address Line One	2945 Wilderness Place
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	303
Local Phone Number	625-9000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		182,290,766
Entity Central Index Key	0001837412
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SLGC
Security Exchange Name	NASDAQ
Public warrants and private placement warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	SLGCW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 438,052	$ 439,488
Investments	209,757	218,218
Accounts receivable, net	21,906	17,074
Inventory	14,236	11,213
Deferred costs of services	0	462
Prepaid expenses and other current assets	5,623	5,097
Total current assets	689,574	691,552
Non-current inventory	2,822	4,085
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
Other long-term assets	8,906	908
Total assets	713,175	706,102
Current liabilities
Accounts payable	18,158	15,089
Accrued liabilities	6,042	11,109
Deferred revenue	2,468	3,021
Other current liabilities	985	66
Total current liabilities	27,653	29,285
Warrant liabilities	22,541	35,181
Earn-out liability	10,423	26,885
Deferred revenue, net of current portion	32,102	2,364
Other long-term liabilities	3,147	363
Total liabilities	95,866	94,078
Commitments and contingencies
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	0	0
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
Additional paid-in capital	1,120,910	1,110,991
Accumulated other comprehensive loss	(727)	(72)
Accumulated deficit	(502,892)	(498,913)
Total stockholders’ equity	617,309	612,024
Total liabilities and stockholders’ equity	$ 713,175	$ 706,102

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 15,773	$ 15,244
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	182,176,926	181,552,241
Common stock, shares outstanding (in shares)	182,176,926	181,552,241

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues [Abstract]
Collaboration revenue	$ 763	$ 763
Other revenue	2,964	3,331
Total revenue	22,980	18,860
Operating expenses
Research and development	13,800	8,118
Selling, general and administrative	30,815	12,809
Total operating expenses	56,267	27,172
Loss from operations	(33,287)	(8,312)
Other income (expense)
Interest income and other, net	206	2
Interest expense	0	(1,174)
Change in fair value of warrant liabilities	12,640	0
Change in fair value of earn-out liability	16,462	0
Total other income (expense)	29,308	(1,172)
Net loss	(3,979)	(9,484)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(652)	(6)
Foreign currency translation gain (loss)	(3)	1
Total other comprehensive loss	(655)	(5)
Comprehensive loss	$ (4,634)	$ (9,489)
Net loss per share, basic (in dollars per share)	$ (0.02)	$ (0.08)
Net loss per share, diluted (in dollars per share)	$ (0.02)	$ (0.08)
Weighted-average shares outstanding, basic (in shares)	182,050,468	114,475,401
Weighted-average shares outstanding, diluted (in shares)	182,050,468	114,475,401
Assay services revenue
Revenues [Abstract]
Revenue	$ 18,800	$ 14,573
Operating expenses
Cost of revenue	11,380	6,155
Product revenue
Revenues [Abstract]
Revenue	453	193
Operating expenses
Cost of revenue	$ 272	$ 90

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock	Common StockPreviously Reported	Common StockRevision of Prior Period, Adjustment	Treasury Stock	Treasury StockPreviously Reported	Treasury StockRevision of Prior Period, Adjustment	Additional Paid-In Capital	Additional Paid-In CapitalPreviously Reported	Additional Paid-In CapitalRevision of Prior Period, Adjustment	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss)Previously Reported	Accumulated Deficit	Accumulated DeficitPreviously Reported
Beginning balance (in shares) at Dec. 31, 2020				114,266,515	73,481,228	40,785,287	0	113,220	(113,220)
Beginning balance at Dec. 31, 2020	$ 185,917	$ (16,199)	$ 202,116	$ 11	$ 735	$ (724)	$ 0	$ (352)	$ 352	$ 597,274	$ 394,786	$ 202,488	$ (2)	$ (2)	$ (411,366)	$ (411,366)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock upon exercise of options (in shares)				411,789
Issuance of Common Stock upon exercise of options	877									877
Issuance of Common Stock for services (in shares)				162,737
Issuance of Common Stock for services	114									114
Stock-based compensation	3,140									3,140
Surrender of shares in cashless exercise (in shares)				(15,189)
Surrender of shares in cashless exercise	(56)									(56)
Net unrealized loss on available-for-sale securities	(6)												(6)
Foreign currency translation gain (loss)	1												1
Net loss	(9,484)														(9,484)
Ending balance (in shares) at Mar. 31, 2021				114,825,852			0
Ending balance at Mar. 31, 2021	180,503			$ 11			$ 0			601,349			(7)		(420,850)
Beginning balance (in shares) at Dec. 31, 2021				181,552,241			0
Beginning balance at Dec. 31, 2021	$ 612,024			$ 18			$ 0			1,110,991			(72)		(498,913)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock upon exercise of options (in shares)	624,685			624,685
Issuance of Common Stock upon exercise of options	$ 1,242									1,242
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)
Ending balance (in shares) at Mar. 31, 2022				182,176,926			0
Ending balance at Mar. 31, 2022	$ 617,309			$ 18			$ 0			$ 1,120,910			$ (727)		$ (502,892)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net loss	$ (3,979)	$ (9,484)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense	8,671	3,252
Depreciation and amortization	755	703
Amortization of debt issuance costs, discounts and premiums	0	230
Noncash lease expense	369	0
Change in fair value of compound derivative liability	0	7
Change in fair value of warrant liabilities	(12,640)	0
Change in fair value of earn-out liability	(16,462)	0
Amortization of premium on available-for-sale securities, net	77	55
Provision for excess and obsolete inventory	142	31
Provision (recovery) for doubtful accounts	133	(4)
Paid-in-kind interest	0	165
Other	15	5
Changes in operating assets and liabilities:
Accounts receivable	(4,965)	2,559
Inventory	(1,902)	(680)
Deferred costs of services	462	364
Prepaid expenses and other current assets	(526)	(444)
Other long-term assets	(113)	0
Accounts payable	2,165	1,020
Deferred revenue	29,185	923
Accrued and other liabilities	(5,507)	(2,593)
Net cash used in operating activities	(4,120)	(3,891)
Investing activities
Purchase of property and equipment	(2,159)	(192)
Purchase of available-for-sale securities	(77,919)	(77,990)
Proceeds from sales and maturities of available-for-sale securities	85,650	2,500
Net cash provided by (used in) investing activities	5,572	(75,682)
Financing activities
Payment of deferred transaction costs	0	(206)
Proceeds from exercise of stock options	1,242	823
Net cash provided by financing activities	1,242	617
Effect of exchange rates on cash, cash equivalents and restricted cash	(10)	(5)
Net increase (decrease) in cash, cash equivalents and restricted cash	2,684	(78,961)
Cash, cash equivalents and restricted cash at beginning of period	440,268	165,194
Cash, cash equivalents and restricted cash at end of period	442,952	86,233
Supplemental cash flow information:
Cash paid for interest	0	763
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable	905	90
Operating lease assets obtained in exchange for lease obligations	4,134	0
Surrender of shares in cashless exercise	0	56
Issuance of Common Stock for services	50	112
Transaction costs included in accounts payable	0	1,365
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	438,052	85,453
Restricted cash included in other long-term assets	4,900	780
Total cash, cash equivalents and restricted cash at end of period	$ 442,952	$ 86,233

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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, 2022 December 31, 2021 Three months ended March 31, 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) (“ASC 842”), on January 1, 2022, we determine if an arrangement is a lease at inception of the contract. Operating lease right-of-use (“ROU”) assets are included in other long-term assets, and operating lease liabilities are included in other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. 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 (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value on the date of the Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss at each reporting date. 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 (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 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 , (“ASC 808”) because both parties were active participants and were exposed to significant risks and rewards dependent on commercial failure or success. The Company recorded the upfront payment as deferred revenue to be recognized over the period of performance of 15 years. The revenue was recorded in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , which extended the effective date of ASU 2016-02 for non-public business 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. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740 as part of an overall simplification initiative. We adopted ASU 2019-12 prospectively when it became effective on January 1, 2022 and the adoption did not have a material impact on our condensed consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted Financial Instruments — Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which sets forth a “current expected credit loss” (CECL) model that requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the FASB issued ASU 2019-10, Financial Instrum ents — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which extends the effective date of ASU 2016-13 for non-public business entities. ASU 2016-13, as amended, is effective for us on January 1, 2023, with early adoption permitted. We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements and related disclosures. Convertible Debt, Contracts in an Entity’s Own Equity and EPS . In August 2020, the FASB issued ASU 2020-06, 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 , which simplifies the accounting for convertible debt by removing the requirements to separately present certain conversion features in equity. In addition, the amendment also simplifies the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity. Further, contracts which can be settled in cash or shares, excluding liability-classified share-based payment awards, are to be included in diluted earnings per share using the “if-converted” method if the effect is dilutive, regardless of whether the entity or the counterparty can choose between cash and share settlement. The share-settlement presumption may not be rebutted based on past experience or a stated policy. ASC 2020-06 is effective for us on January 1, 2024, although early adoption is permitted. ASU 2020-06 may be adopted through either the fully retrospective or modified retrospective method of transition. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The following table provides information about disaggregated revenue by product line: Three Months Ended March 31, (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, respectively. As of March 31, 2022, the estimated remaining performance obligation period is nine years. A summary of the change in contract liabilities is as follows: (in thousands) March 31, 2022 December 31, 2021 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

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	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 Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level 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 Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level 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, 2022 December 31, 2021 Fair Value Level 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, 2022 December 31, 2021 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

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Leases	Leases We have operating leases for certain office spaces with lease terms ranging from two three 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 Months Ended (in thousands) March 31, 2022 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, 2022 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, 2022 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
	Mar. 31, 2022
Inventory Disclosure [Abstract]
Inventory	Inventory Inventory was comprised of the following: (in thousands) March 31, 2022 December 31, 2021 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

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
Accrued Liabilities	Accrued Liabilities Accrued liabilities consisted of the following: (in thousands) March 31, 2022 December 31, 2021 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

Commitment and Contingencies

Commitment and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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.

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	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.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	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 ) and issuance of Earn-Out Shares to service providers in connection with the Business Combination. 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 March 31, (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 Options (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.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity	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.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThere 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.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	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

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Parties	Related PartiesThe 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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.
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.
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.
Leases	Leases Following the adoption of ASU 2016-02, Leases (Topic 842) (“ASC 842”), on January 1, 2022, we determine if an arrangement is a lease at inception of the contract. Operating lease right-of-use (“ROU”) assets are included in other long-term assets, and operating lease liabilities are included in other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. 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.
Warrant Liabilities	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	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.
Revenue Recognition, Assay Services Revenue and Product Revenue	Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 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.
Revenue Recognition, Collaboration Revenue	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 , (“ASC 808”) because both parties were active participants and were exposed to significant risks and rewards dependent on commercial failure or success. The Company recorded the upfront payment as deferred revenue to be recognized over the period of performance of 15 years. The revenue was recorded in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. 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.
Revenue Recognition, Other Revenue	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 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	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.
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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , which extended the effective date of ASU 2016-02 for non-public business 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. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740 as part of an overall simplification initiative. We adopted ASU 2019-12 prospectively when it became effective on January 1, 2022 and the adoption did not have a material impact on our condensed consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted Financial Instruments — Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which sets forth a “current expected credit loss” (CECL) model that requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the FASB issued ASU 2019-10, Financial Instrum ents — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which extends the effective date of ASU 2016-13 for non-public business entities. ASU 2016-13, as amended, is effective for us on January 1, 2023, with early adoption permitted. We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements and related disclosures. Convertible Debt, Contracts in an Entity’s Own Equity and EPS . In August 2020, the FASB issued ASU 2020-06, 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 , which simplifies the accounting for convertible debt by removing the requirements to separately present certain conversion features in equity. In addition, the amendment also simplifies the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity. Further, contracts which can be settled in cash or shares, excluding liability-classified share-based payment awards, are to be included in diluted earnings per share using the “if-converted” method if the effect is dilutive, regardless of whether the entity or the counterparty can choose between cash and share settlement. The share-settlement presumption may not be rebutted based on past experience or a stated policy. ASC 2020-06 is effective for us on January 1, 2024, although early adoption is permitted. ASU 2020-06 may be adopted through either the fully retrospective or modified retrospective method of transition. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Concentration of Risk	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, 2022 December 31, 2021 Three months ended March 31, 2022 2021 Customer A 36% 10% 35% 22% Customer B * * * 37% Customer C 13% 20% 13% 16% Customer D 10% 26% * * * less than 10%

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, (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
Summary of Change in Contract Liabilities	A summary of the change in contract liabilities is as follows: (in thousands) March 31, 2022 December 31, 2021 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

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Assets Measured on 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 Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level 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 Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level 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
Schedule of Fair Value of Liabilities Measured on 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, 2022 December 31, 2021 Fair Value Level 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
Schedule Fair Value of Liabilities, Unobservable Input Reconciliation	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
Schedule of Fair Value Measurement Inputs and Valuation Techniques	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, 2022 December 31, 2021 Stock price on valuation date $ 8.02 $ 11.64 Volatility 73.7 % 85.6 % Risk-free rate 1.51 % 0.34 % Dividend yield — % — %

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Schedule of Lease Costs	The total lease cost for the period was as follows: Three Months Ended (in thousands) March 31, 2022 Operating lease cost $ 401 Variable lease cost 181 Short-term lease cost 11 Total lease cost $ 593
Schedule of 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, 2022 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
Schedule of Supplemental Lease Information	Supplemental information related to our operating leases was as follows: Three Months Ended March 31, 2022 Weighted average remaining lease term 2.9 years Weighted average discount rate 2.6 %

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2022
Inventory Disclosure [Abstract]
Schedule of Current Inventory	Inventory was comprised of the following: (in thousands) March 31, 2022 December 31, 2021 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
Schedule of Noncurrent Inventory	Inventory was comprised of the following: (in thousands) March 31, 2022 December 31, 2021 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

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
Summary of Accrued Liabilities	Accrued liabilities consisted of the following: (in thousands) March 31, 2022 December 31, 2021 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

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Schedule of Stock-based Compensation	Stock-based compensation was recorded in the condensed consolidated statements of operations and comprehensive loss as shown in the following table: Three Months Ended March 31, (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
Summary of Stock Option and RSU Activity	The following table summarizes our award activity for stock options and RSUs for the three months ended March 31, 2022: Stock Options (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.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of Basic and Diluted 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)
Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share	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

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands	Sep. 01, 2021tradingDay$ / sharesshares	Mar. 31, 2020USD ($)	Jul. 31, 2011USD ($)	Mar. 31, 2022USD ($)segment$ / shares	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)	Jan. 01, 2022USD ($)	Feb. 28, 2021$ / sharesshares	Dec. 31, 2020USD ($)
Class of Stock [Line Items]
Earn-out shares, stock price trigger (in usd per share) | $ / shares	$ 20
Earnout period, threshold trading days | tradingDay	20
Earnout period, threshold consecutive trading days | tradingDay	30
Collaboration revenue				$ 763	$ 763
Restricted cash deposit				$ 4,900	$ 780	$ 800
Number of operating segments | segment				1
Deferred revenue				$ 34,570		5,385			$ 5,177
Right of use asset							$ 4,100
Other current liabilities				985		66
Other long-term liabilities				$ 3,147		$ 363
Cumulative Effect, Period of Adoption, Adjusted Balance
Class of Stock [Line Items]
Other current liabilities							1,000
Other long-term liabilities							$ 3,600
Old SomaLogic Shareholders
Class of Stock [Line Items]
Earn-out shares, additional shares (in shares) | shares	3,500,125
Certain Employees and Directors
Class of Stock [Line Items]
Earn-out shares, additional shares (in shares) | shares	1,499,875
Public Warrants
Class of Stock [Line Items]
Exercise price of warrants (in usd per share) | $ / shares				$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Exercise price of warrants (in usd per share) | $ / shares				$ 11.50
CMLS II | Public Warrants
Class of Stock [Line Items]
Warrants issued (in shares) | shares								5,519,991
CMLS II | Private Placement Warrants
Class of Stock [Line Items]
Warrants issued (in shares) | shares								5,013,333
Exercise price of warrants (in usd per share) | $ / shares								$ 11.50
NEC Corporation ("NEC") | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Class of Stock [Line Items]
Collaborative arrangements, upfront payments			$ 12,000
Collaborative arrangements, remaining performance obligation period			15 years
NEC Solution Innovators, Ltd. ("NES") | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Class of Stock [Line Items]
Collaborative arrangements, annual payments		$ 2,000
Collaborative arrangement, payment terms		5 years
Collaborative arrangements, total payment amount		$ 10,000
Collaboration revenue		$ 15,300
Collaborative arrangements, license of intellectual property, term		10 years
Illumina, Cambridge Ltd.
Class of Stock [Line Items]
Deferred revenue				$ 30,000
Non-US | Accounts Receivable | Geographic Concentration Risk
Class of Stock [Line Items]
Concentration risk, percentage				42.00%		18.00%
Non-US | Revenue | Geographic Concentration Risk
Class of Stock [Line Items]
Concentration risk, percentage				44.00%	25.00%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Customer A | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	36.00%		10.00%
Customer A | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	35.00%	22.00%
Customer B | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage		37.00%
Customer C | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%		20.00%
Customer C | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	16.00%
Customer D | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%		26.00%

Revenue - Summary of Disaggrega

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Collaboration revenue	$ 763	$ 763
Total other revenue	2,964	3,331
Total revenue	22,980	18,860
Assay services revenue
Disaggregation of Revenue [Line Items]
Revenue	18,800	14,573
Product revenue
Disaggregation of Revenue [Line Items]
Revenue	453	193
Royalties
Disaggregation of Revenue [Line Items]
Total other revenue	2,955	3,000
Other
Disaggregation of Revenue [Line Items]
Total other revenue	$ 9	$ 331

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 34,570,000	$ 5,385,000	$ 5,177,000
Deferred revenue related to collaboration	3,200,000	3,900,000
Illumina, Cambridge Ltd.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	30,000,000
Revenue agreement, initial transaction price		0
Service And Other Revenues
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 1,400,000	$ 1,500,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance period	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Illumina, Cambridge Ltd.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue agreement, initial transaction price	$ 30,000,000
Remaining performance period	9 years

Revenue - Change in Contract Li

Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
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

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Total cash and cash equivalents	$ 438,052	$ 439,488	$ 85,453
Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Total cash and cash equivalents	438,052	439,488
Total cash and cash equivalents, unrealized gain	1
Total cash and cash equivalents, unrealized loss	(1)
Investments, amortized cost	210,480	218,289
Investments, gross unrealized gain	0	16
Investments, gross unrealized loss	(723)	(87)
Investments, aggregate fair value	209,757	218,218
Total assets measured at fair value on a recurring basis, amortized cost	648,532	657,777
Total assets measured at fair value on a recurring basis, unrealized gain	1
Total assets measured at fair value on a recurring basis, unrealized loss	(724)
Total assets measured at fair value on a recurring basis, aggregate fair value	647,809	657,706
Fair Value, Recurring | Level 1
Debt Securities, Available-for-sale [Line Items]
Cash	105,219	114,533
Money market funds	321,351	324,955
Fair Value, Recurring | Level 2
Debt Securities, Available-for-sale [Line Items]
Commercial paper	11,482
Commercial paper, gross unrealized gain	1
Commercial paper, gross unrealized loss	(1)
Fair Value, Recurring | Level 2 | Commercial paper
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	132,631	177,852
Investments, gross unrealized gain	0	16
Investments, gross unrealized loss	(412)	(57)
Investments, aggregate fair value	132,219	177,811
Fair Value, Recurring | Level 2 | U.S. Treasuries
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	48,632	12,021
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(211)	(9)
Investments, aggregate fair value	48,421	12,012
Fair Value, Recurring | Level 2 | Asset-backed securities
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	6,037	12,084
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(22)	(8)
Investments, aggregate fair value	6,015	12,076
Fair Value, Recurring | Level 2 | Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	18,180	16,332
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(65)	(13)
Investments, aggregate fair value	18,115	$ 16,319
Fair Value, Recurring | Level 2 | Agency bonds
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	5,000
Investments, gross unrealized gain	0
Investments, gross unrealized loss	(13)
Investments, aggregate fair value	$ 4,987

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	$ 10,423	$ 26,885
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value on a recurring basis	32,964	62,066
Fair Value, Recurring | Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	11,813	18,437
Fair Value, Recurring | Level 2 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	10,728	16,744
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	$ 10,423	$ 26,885

Fair Value Measurements - Earn-

Fair Value Measurements - Earn-out Liability, Inputs and Valuation Techniques (Details)	Mar. 31, 2022$ / shares	Dec. 31, 2021$ / shares
Stock price on valuation date
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	8.02	11.64
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.737	0.856
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.0151	0.0034
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0	0

Fair Value Measurements - Ear_2

Fair Value Measurements - Earn-out Liability, Reconciliation (Details) - Earn-out Liability - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities, beginning balance	$ 10,423	$ 26,885
Change in fair value of liability	(16,462)
Fair value of warrant liabilities, ending balance	$ 10,423

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)leaseperiod	Mar. 31, 2021USD ($)
Lessee, Lease, Description [Line Items]
Operating lease, extension term	60 months
Operating lease, rent expense		$ 0.4
Operating lease payment	$ 0.5
Operating lease, number of contracts | lease	2
Lease deposit	$ 4.1
Operating lease, annual base rent	$ 1.3
Operating lease, annual base rent, percentage increase	0.03
Tenant improvement allowance	$ 3.5
Number of extension options | period	3
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term		2 years
Operating lease, extension term		3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term		5 years
Operating lease, extension term		10 years
Operating lease, annual base rent	$ 1.8

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Leases [Abstract]
Operating lease cost	$ 401
Variable lease cost	181
Short-term lease cost	11
Total lease cost	$ 593

Leases - Schedule of Lease Matu

Leases - Schedule of Lease Maturities (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [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
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 - Schedule of Supplement

Leases - Schedule of Supplemental Lease Information (Details)	Mar. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	2 years 10 months 24 days
Weighted average discount rate - operating leases	2.60%

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 15,952	$ 15,205
Work in process	988	0
Finished goods	118	93
Total inventory	17,058	15,298
Inventory (current)	14,236	11,213
Non-current inventory	$ 2,822	$ 4,085

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
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

Debt (Details)

Debt (Details) - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding debt			$ 0	$ 0
Credit Agreement
Debt Instrument [Line Items]
Loss on extinguishment of debt, net		$ 5,200,000
Convertible Debt
Debt Instrument [Line Items]
Loss on extinguishment of debt, net	$ 2,700,000

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 8,671	$ 3,252
Cost of revenue | Assay services revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	291	89
Cost of revenue | Product revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	7	1
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	1,732	703
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 6,641	$ 2,459

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option and RSU Activity (Details)	3 Months Ended
	Mar. 31, 2022shares
Stock Options
Options outstanding, beginning balance (in shares)	19,702,845
Options granted (in shares)	4,364,402
Options exercised (in shares)	(624,685)
Options forfeited (in shares)	(303,040)
Options expired (in shares)	0
Options outstanding, ending balance (in shares)	23,139,522
Stock Options
RSUs
Vesting period	4 years
Vesting percentage	25.00%
RSUs
RSUs
RSUs outstanding, beginning balance (in shares)	0
RSUs granted (in shares)	557,756
RSUs forfeited (in shares)	(4,563)
RSUs outstanding, ending balance (in shares)	553,193

Equity (Details)

Equity (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,519,991
Exercise price of warrants (in usd per share)	$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,013,333
Exercise price of warrants (in usd per share)	$ 11.50

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax provision	$ 0	$ 0

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (3,979)	$ (9,484)
Weighted-average shares outstanding, basic (in shares)	182,050,468	114,475,401
Weighted-average shares outstanding, diluted (in shares)	182,050,468	114,475,401
Net loss per share, basic (in dollars per share)	$ (0.02)	$ (0.08)
Net loss per share, diluted (in dollars per share)	$ (0.02)	$ (0.08)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	34,237,343	16,078,635
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	23,139,522	15,507,529
Public warrants and private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	10,533,324	0
Convertible debt (on an if-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	0	571,106
Unvested RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	553,193	0
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	11,304	0

Related Parties (Details)

Related Parties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Payments for charitable contributions	$ 0	$ 0
Accrued charitable contributions, current	400,000		$ 400,000
Master Agreement
Class of Stock [Line Items]
Payments for related party consulting services	100,000	$ 300,000
Stock-based compensation, remaining commitment	$ 40,000