SomaLogic (SLGCW) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 04, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40090
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		187,525,985
Entity Central Index Key	0001837412
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current 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 Unaudited - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 380,374	$ 439,488
Investments	185,963	218,218
Accounts receivable, net	25,050	17,074
Inventory	18,499	11,213
Deferred costs of services	1,217	462
Prepaid expenses and other current assets	10,157	5,097
Total current assets	621,260	691,552
Non-current inventory	3,810	4,085
Accounts receivable, net of current portion	10,383	0
Property and equipment, net of accumulated depreciation of $17,416 and $15,244 as of September 30, 2022 and December 31, 2021, respectively	19,910	9,557
Other long-term assets	5,716	908
Intangible assets	16,700	0
Goodwill	10,465	0
Total assets	688,244	706,102
Current liabilities
Accounts payable	20,295	15,089
Accrued liabilities	16,324	11,109
Deferred revenue	3,611	3,021
Other current liabilities	2,445	66
Total current liabilities	42,675	29,285
Warrant liabilities	4,635	35,181
Earn-out liability	136	26,885
Deferred revenue, net of current portion	32,015	2,364
Other long-term liabilities	6,113	363
Total liabilities	85,574	94,078
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 600,000,000 shares authorized; 187,495,940 and 181,552,241 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	19	18
Additional paid-in capital	1,162,444	1,110,991
Accumulated other comprehensive loss	(974)	(72)
Accumulated deficit	(558,819)	(498,913)
Total stockholders’ equity	602,670	612,024
Total liabilities and stockholders’ equity	$ 688,244	$ 706,102

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets Unaudited (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 17,416	$ 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)	187,495,940	181,552,241
Common stock, shares outstanding (in shares)	187,495,940	181,552,241

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Collaboration revenue	$ 763	$ 763	$ 2,288	$ 2,288
Other revenue	22,325	1,655	27,026	7,306
Total revenue	41,713	19,992	78,837	58,632
Operating expenses
Research and development	19,419	15,596	50,855	32,304
Selling, general and administrative	51,236	20,632	118,863	48,274
Total operating expenses	82,325	44,998	200,117	103,578
Loss from operations	(40,612)	(25,006)	(121,280)	(44,946)
Other income (expense)
Interest income and other, net	2,417	55	3,456	126
Interest expense	0	(2)	0	(1,324)
Change in fair value of warrant liabilities	3,371	(8,111)	30,547	(8,111)
Change in fair value of earn-out liability	1,260	(5,662)	26,749	(5,662)
Loss on extinguishment of debt, net	0	(2,693)	0	(4,323)
Total other income (expense)	7,048	(16,413)	60,752	(19,294)
Net loss before income tax benefit	(33,564)	(41,419)	(60,528)	(64,240)
Income tax benefit	622	0	622	0
Net loss	(32,942)	(41,419)	(59,906)	(64,240)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(13)	(15)	(874)	(7)
Foreign currency translation loss	(14)	(4)	(28)	(3)
Total other comprehensive loss	(27)	(19)	(902)	(10)
Comprehensive loss	$ (32,969)	$ (41,438)	$ (60,808)	$ (64,250)
Net loss per share, basic (in usd per share)	$ (0.18)	$ (0.30)	$ (0.33)	$ (0.53)
Net loss per share, diluted (in usd per share)	$ (0.18)	$ (0.30)	$ (0.33)	$ (0.53)
Weighted-average shares outstanding, basic (in shares)	184,407,874	137,176,228	183,209,213	122,268,443
Weighted-average shares outstanding, diluted (in shares)	184,407,874	137,176,228	183,209,213	122,268,443
Assay services revenue
Revenue
Revenue	$ 17,574	$ 17,499	$ 47,305	$ 48,308
Operating expenses
Cost of revenue	11,264	8,737	29,215	22,548
Product revenue
Revenue
Revenue	1,051	75	2,218	730
Operating expenses
Cost of revenue	$ 406	$ 33	$ 1,184	$ 452

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders’ Equity Unaudited - USD ($) $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Treasury Stock	Treasury Stock Previously Reported	Treasury Stock Revision of Prior Period, Adjustment	Additional Paid-In Capital	Additional Paid-In Capital Previously Reported	Additional Paid-In Capital Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Beginning balance, common stock (in shares) at Dec. 31, 2020				114,266,515	73,481,228	40,785,287
Beginning balance, treasury stock (in shares) at Dec. 31, 2020							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)				976,582
Issuance of Common Stock upon exercise of options	2,855									2,855
Issuance of Common Stock for services (in shares)				175,079
Issuance of Common Stock for services	537									537
Common stock issued upon conversion of convertible debt (in shares)				571,642
Common stock issued upon conversion of convertible debt	4,631									4,631
Stock-based compensation	19,496									19,496
Surrender of shares in cashless exercise (in shares)				(15,189)
Surrender of shares in cashless exercise	(56)									(56)
Issuance of Common Stock upon Business Combination (in shares)				28,689,748
Issuance of Common Stock upon Business Combination	119,571			$ 3						119,568
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802 (in shares)				36,500,000
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802	357,198			$ 4						357,194
Net unrealized loss on available-for-sale securities	(7)												(7)
Foreign currency translation loss	(3)												(3)
Net loss	(64,240)														(64,240)
Ending balance, common stock (in shares) at Sep. 30, 2021				181,164,377
Ending balance, treasury stock (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021	625,899			$ 18			$ 0			1,101,499			(12)		(475,606)
Beginning balance, common stock (in shares) at Jun. 30, 2021				115,371,529	74,817,828	40,553,701
Beginning balance, treasury stock (in shares) at Jun. 30, 2021							0	(131,344)	131,344
Beginning balance at Jun. 30, 2021	173,859	$ (28,257)	$ 202,116	$ 11	$ 748	$ (737)	$ 0	$ (408)	$ 408	608,028	$ 405,583	$ 202,445	7	$ 7	(434,187)	$ (434,187)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock upon exercise of options (in shares)				19,116
Issuance of Common Stock upon exercise of options	63									63
Issuance of Common Stock for services (in shares)				12,342
Issuance of Common Stock for services	273									273
Common stock issued upon conversion of convertible debt (in shares)				571,642
Common stock issued upon conversion of convertible debt	4,631									4,631
Stock-based compensation	11,742									11,742
Issuance of Common Stock upon Business Combination (in shares)				28,689,748
Issuance of Common Stock upon Business Combination	119,571			$ 3						119,568
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802 (in shares)				36,500,000
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802	357,198			$ 4						357,194
Net unrealized loss on available-for-sale securities	(15)												(15)
Foreign currency translation loss	(4)												(4)
Net loss	(41,419)														(41,419)
Ending balance, common stock (in shares) at Sep. 30, 2021				181,164,377
Ending balance, treasury stock (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021	$ 625,899			$ 18			$ 0			1,101,499			(12)		(475,606)
Beginning balance, common stock (in shares) at Dec. 31, 2021	181,552,241			181,552,241
Beginning balance, treasury stock (in shares) at Dec. 31, 2021							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 vesting of RSUs (in shares)				12,031
Issuance of Common Stock upon exercise of options (in shares)	1,866,669			1,866,669
Issuance of Common Stock upon exercise of options	$ 4,752									4,752
Shares issued under employee stock purchase plan (in shares)				34,527
Shares issued under employee stock purchase plan	133									133
Issuance of Common Stock for services	50									50
Stock-based compensation	34,686									34,686
Issuance of Common Stock upon Business Combination (in shares)				4,030,472
Issuance of Common Stock upon Business Combination	11,833			$ 1						11,832
Net unrealized loss on available-for-sale securities	(874)												(874)
Foreign currency translation loss	(28)												(28)
Net loss	$ (59,906)														(59,906)
Ending balance, common stock (in shares) at Sep. 30, 2022	187,495,940			187,495,940
Ending balance, treasury stock (in shares) at Sep. 30, 2022							0
Ending balance at Sep. 30, 2022	$ 602,670			$ 19			$ 0			1,162,444			(974)		(558,819)
Beginning balance, common stock (in shares) at Jun. 30, 2022				183,453,324
Beginning balance, treasury stock (in shares) at Jun. 30, 2022							0
Beginning balance at Jun. 30, 2022	607,218			$ 18			$ 0			1,134,024			(947)		(525,877)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock upon vesting of RSUs (in shares)				12,031
Issuance of Common Stock upon exercise of options (in shares)				113
Stock-based compensation	16,588									16,588
Issuance of Common Stock upon Business Combination (in shares)				4,030,472
Issuance of Common Stock upon Business Combination	11,833			$ 1						11,832
Net unrealized loss on available-for-sale securities	(13)												(13)
Foreign currency translation loss	(14)												(14)
Net loss	$ (32,942)														(32,942)
Ending balance, common stock (in shares) at Sep. 30, 2022	187,495,940			187,495,940
Ending balance, treasury stock (in shares) at Sep. 30, 2022							0
Ending balance at Sep. 30, 2022	$ 602,670			$ 19			$ 0			$ 1,162,444			$ (974)		$ (558,819)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders’ Equity Unaudited (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Statement of Stockholders' Equity [Abstract]
Acquisition, transaction costs	$ 31,511	$ 31,511
Reverse recapitalization transaction related costs	$ 7,802	$ 7,802

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows Unaudited - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities
Net loss	$ (59,906,000)	$ (64,240,000)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense	35,025,000	20,700,000
Depreciation and amortization	2,890,000	1,909,000
Amortization of debt issuance costs, discounts and premiums	0	258,000
Noncash lease expense	(157,000)	0
Change in fair value of compound derivative liability	0	7,000
Change in fair value of warrant liabilities	(30,547,000)	8,111,000
Change in fair value of earn-out liability	(26,749,000)	5,662,000
Amortization of premium (accretion of discount) on available-for-sale securities, net	(382,000)	276,000
Provision for excess and obsolete inventory	287,000	623,000
Recovery of doubtful accounts	(2,000)	(14,000)
Loss on extinguishment of debt, net	0	4,323,000
Loss on disposal of assets	927,000	0
Paid-in-kind interest	0	165,000
Other	(6,000)	11,000
Deferred income taxes	(622,000)	0
Changes in operating assets and liabilities:
Accounts receivable	(18,357,000)	2,773,000
Inventory	(7,298,000)	(2,035,000)
Deferred costs of services	(755,000)	567,000
Prepaid expenses and other current assets	(178,000)	(4,228,000)
Other long-term assets	(113,000)	0
Accounts payable	4,187,000	1,992,000
Deferred revenue	30,241,000	1,448,000
Accrued and other liabilities	5,570,000	(2,000)
Payment of paid-in-kind interest on extinguishment of debt	0	(752,000)
Net cash used in operating activities	(65,945,000)	(22,446,000)
Investing activities
Palamedrix acquisition, net of cash acquired of $2,521	(13,256,000)	0
Proceeds from sale of property and equipment	0	8,000
Purchase of property and equipment	(11,886,000)	(3,021,000)
Purchase of available-for-sale securities	(186,687,000)	(241,891,000)
Proceeds from maturities of available-for-sale securities	218,450,000	74,567,000
Net cash provided by (used in) investing activities	6,621,000	(170,337,000)
Financing activities
Repayment of long-term debt	0	(36,512,000)
Proceeds from PIPE Investment, net of transaction costs	0	357,198,000
Proceeds from Business Combination, net of transaction costs	0	173,601,000
Proceeds from stock-based compensation plans	4,885,000	2,801,000
Net cash provided by financing activities	4,885,000	497,088,000
Effect of exchange rates on cash, cash equivalents and restricted cash	(41,000)	(11,000)
Net (decrease) increase in cash, cash equivalents and restricted cash	(54,480,000)	304,294,000
Cash, cash equivalents and restricted cash at beginning of period	440,268,000	165,194,000
Cash, cash equivalents and restricted cash at end of period	385,788,000	469,488,000
Supplemental cash flow information:
Cash paid for interest	0	1,627,000
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable	954,000	1,471,000
Operating lease assets obtained in exchange for lease obligations	5,318,000	0
Issuance of Common Stock upon Business Combination	11,832,000	151,082,000
Consideration payable for acquisition	1,448,000	0
Surrender of shares in cashless exercise	0	56,000
Issuance of Common Stock for services	50,000	535,000
Transaction costs included in accounts payable	0	743,000
Forgiveness of Paycheck Protection Program loan and accrued interest	0	3,561,000
Issuance of Common Stock for conversion of convertible debt	0	4,631,000
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	380,374,000	468,708,000
Restricted cash included in prepaid expenses and other current assets	4,631,000	0
Restricted cash included in other long-term assets	783,000	780,000
Total cash, cash equivalents and restricted cash at end of period	$ 385,788,000	$ 469,488,000

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows Unaudited (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Statement of Cash Flows [Abstract]
Cash acquired	$ 2,521

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 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, discount rates used in the determination of significant financing component, inventory valuation, incremental borrowing rates used in the determination of lease assets and liabilities, the valuation of stock-based compensation awards, intangible asset valuations, contingent consideration valuations, 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. The Company does not require collateral or other security related to its receivables. 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 in the consolidated statements of operations and as of each balance sheet date presented, respectively. 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 September 30, 2022 December 31, 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 12% 10% 13% 27% 19% 24% Customer B * * * * * 17% Customer C 63% 20% 53% * 33% 11% Customer D * 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. Customers outside the United States collectively represent 28% and 44% of the Company’s revenues for the three months ended September 30, 2022 and 2021, respectively, and 33% and 34% for the nine months ended September 30, 2022 and 2021, respectively. Customers outside of the United States collectively represented 21% and 18% of the Company’s gross accounts receivable balance as of September 30, 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. Business Combination The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” A business combination is one that combines inputs and processes to create outputs, and where substantially all of the fair value of assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets. Identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities assumed is recorded as goodwill. Acquisition related costs are expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. See Note 4, Business Combinations , for additional detail. In-process research and development Acquired in-process research and development (“IPR&D”) relates to substantial research and development efforts that are incomplete at the acquisition date. IPR&D intangible assets are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. During the development phase, these assets are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Once the IPR&D activities are completed, the intangible asset is amortized over its useful life on a straight-line basis. Goodwill Goodwill is the difference between the total consideration paid in a business combination and the fair value of the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment on an annual basis and in interim periods if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. All of the Company’s goodwill is assigned to its one operating segment. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. For the quantitative goodwill impairment test, the fair value of the reporting unit is compared to its carrying value and an impairment is recorded for the excess carrying value over fair value, not to exceed the carrying amount of goodwill. There were no goodwill impairment losses recorded in any period presented. Impairment of long-lived assets The Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than they carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. Leases Following the adoption of ASU 2016-02, Leases (Topic 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 September 30, 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 . 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 shareholders in accordance with their respective pro rata Earn-Out Shares. The Earn-Out Shares granted to shareholders 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. See Note 12, Stock-based Compensation, for additional information regarding Earn-Out Shares granted to Earn-Out Service Providers. 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 equipment and kit sales to customers who assay samples in their own laboratories. Equipment is generally accounted for as a bundle with installation, qualification and training services. Revenue is recognized over time based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. The Company receives fixed consideration per kit and revenue from kit sales is recognized upon transfer of control to the customer. 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 a 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 functional 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 this license. In September 2022, the Company and NEB entered into a license and settlement agreement (“NEB Agreement”) that terminated the existing exclusive licensing arrangement and provided for a settlement of $8.0 million of previously constrained royalties during the three and nine months ended September 30, 2022. The NEB Agreement also provided a non-exclusive license arrangement for the same proprietary information and know-how under which the Company is guaranteed fixed minimum royalties of $15.0 million to be received over the next 3 years. The Company recognized revenue for the guaranteed fixed minimum royalties of $13.2 million during the three and nine months ended September 30, 2022, net of a significant financing component of $1.8 million. The related interest income will be recognized over three years on an effective interest rate basis. Any revenue above the guaranteed fixed minimum royalties is recognized in the period in which the subsequent sale or usage has occurred. The Company has recorded a receivable of $13.2 million as of September 30, 2022, of which $10.2 million is recorded in accounts receivable, net of current portion and $3.0 million is recorded accounts receivable, net on the condensed consolidated balance sheets. 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. On December 31, 2021, the Company entered into a multi-year arrangement with Illumina Cambridge, Ltd. (“Illumina Agreement”) 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 is accounted for in accordance with ASC 606 by analogy. The Company concluded there are two performance obligations: (1) combined performance obligation that includes the following material promises: licenses, patents, training, transfer of know-how and SOMAmer reagents necessary to use the SomaScan technology (“Bundled SomaScan Technology”), and (2) an option to purchase goods post-commercialization with a material right (“Material Right”). The total transaction price is subject to a constraint since it is uncertain that commercialization will be achieved; and therefore the transaction price was determined to be $30.0 million and was allocated to each of the performance obligations identified on a relative standalone selling price basis. Revenue from the performance obligations is recognized as follows in product revenue on the condensed consolidated statements of operations and comprehensive loss: Bundled SomaScan Technology: Revenue is recognized as control transfers when the SOMAmer reagents are shipped. The Company estimated the standalone selling price (“SSP”) based on observable pricing of similar performance obligations. Material Right: Revenue is recognized when Illumina exercises its option to purchase goods post-commercialization. The Company estimated the SSP based on the incremental discount adjusted for the likelihood that Illumina will exercise the option. In June 2022, Illumina issued a purchase order that changed the future obligations due from SomaLogic under the Illumina Agreement. The purchase order represents a contract modification that is accounted for prospectively as if it were a termination of the existing contract and the creation of a new contract . As a result, the Company determined that there were three new performance obligations (total of five performance obligations): (1) equipment bundle that includes customization services, integration services, system qualification services, site initiation services and training (“Equipment Bundle”), (2) qualification kits, and (3) support services. The contract modification resulted in an increase in the transaction price of $0.5 million. The updated transaction price was allocated between the performance obligations on a relative SSP basis. Revenue from the performance obligations is recognized as follows in product revenue on the condensed consolidated statements of operations and comprehensive loss: Equipment Bundle : Revenue is recognized over time based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. The Company estimated the SSP based on observable pricing of similar performance obligations. Qualification Kits : Revenue is recognized as control transfers when the qualification kits are shipped. The Company estimated the SSP based on observable pricing of similar performance obligations. Support Services: Revenue is recognized for the support services over the service period, using an input method based on time. The Company estimated the SSP based on observable pricing of similar performance obligations. During the three and nine months ended September 30, 2022, the Company recognized nil and $0.1 million of revenue pursuant to the Illumina Agreement for performance obligations satisfied. The Company also recognizes revenue for the sale of kits to Illumina under separate contracts. 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 and a bank guarantee with an international customer. The portion of restricted cash expected to be released within twelve months is classified as prepaid expenses and other current assets on the condensed consolidated balance sheets was $4.6 million and nil as of September 30, 2022 and December 31, 2021, respectively. Cash expected to be restricted for greater than twelve months is classified as other long-term assets on the condensed consolidated balance sheets and was $0.8 million as of September 30, 2022 and December 31, 2021. Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on the differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future. The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss. 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 Goodwill Impairment. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, to simplify the goodwill impairment test . ASU 2017-04 removes the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 upon completing the Palamedrix Acquisition in August 2022, which resulted in the Company recognizing goodwill for the first time. 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

Revenue

Revenue	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The following table provides information about disaggregated revenue by product line: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Assay services revenue $ 17,574 $ 17,499 $ 47,305 $ 48,308 Product revenue 1,051 75 2,218 730 Collaboration revenue 763 763 2,288 2,288 Other revenue: Royalties 22,305 1,520 26,190 6,570 Other 20 135 836 736 Total other revenue 22,325 1,655 27,026 7,306 Total revenue $ 41,713 $ 19,992 $ 78,837 $ 58,632 Contract Balances and Remaining Performance Obligations As of September 30, 2022 and December 31, 2021, deferred revenue of $35.6 million and $5.4 million, respectively, was comprised of balances related to our collaboration revenue, assay services, and other revenue. As of September 30, 2022 and December 31, 2021, the portion of deferred revenue related to collaboration revenue was $3.6 million and $3.9 million, respectively, which is being recognized on a straight-line basis over the period of performance. As of September 30, 2022, the estimated remaining performance period is 2.5 years. As of September 30, 2022 and December 31, 2021, the portion of deferred revenue related to assay services and other revenue was $1.6 million and $1.5 million, respectively. As of September 30, 2022, the deferred revenue related to assay services and other revenue will be recognized within 12 months. As of September 30, 2022 and December 31, 2021, the deferred revenue related to the Illumina Agreement amounted to $30.4 million and nil, respectively. As of September 30, 2022, the estimated remaining performance obligation period is approximately nine years. A summary of the change in contract liabilities is as follows: (in thousands) September 30, 2022 December 31, 2021 Balance at beginning of period $ 5,385 $ 5,177 Recognition of revenue included in balance at beginning of period (2,464) (1,762) Revenue deferred during the period, net of revenue recognized 32,705 1,970 Balance at end of period $ 35,626 $ 5,385

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business Combinations Business Combination - Reverse Recapitalization On September 1, 2021, we consummated the Business Combination of SomaLogic Operating Co. Inc. (“SomaLogic Operating”) wherein SomaLogic Operating became a wholly-owned subsidiary of CMLS II. The Business Combination was accounted for as a reverse recapitalization. In connection with the closing of the Business Combination, we changed our name from CM Life Sciences II Inc. to SomaLogic, Inc. Other than information discussed herein, there have been no significant changes to our Business Combination disclosed in our 2021 Form 10-K. Acquisition of Palemedrix, Inc. On July 25, 2022, we entered into an Agreement and Plan of Merger to acquire 100% of Palamedrix, Inc. ("Palamedrix", the “Sellers”) (the “Palamedrix Acquisition”). Palamedrix is a DNA nano tech firm that provides scientific and engineering expertise, miniaturization technology and enhanced ease-of-use capabilities that the Company intends to leverage as it develops the next generation of SomaScan® Assay. The Palamedrix Acquisition provides for three potential additional payments of up to $17.5 million the Sellers contingent on achievement of certain net sales milestone targets (the “Milestone Consideration”). The acquisition was completed on August 31, 2022 (“the Closing Date”). The acquired business contributed no revenue and expenses of $0.6 million for the period from August 31, 2022 to September 30, 2022. The following table summarizes the fair value of consideration transferred to acquire Palamedrix: (in thousands) Cash $ 15,778 Common Stock 11,832 Contingent consideration 1,448 Fair value of replaced Palamedrix equity awards relating to pre-combination service 625 Total consideration transferred $ 29,683 Consideration transferred includes 3,215,295 shares of Common Stock issued to Palamedrix securityholders. The fair value of Common Stock is based on a per share price of $3.68 on August 31, 2022, the acquisition date. We are in the process of completing our purchase accounting, whereby the purchase price is allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The purchase accounting is considered preliminary and is subject to revision based on final determinations of fair value and allocations of purchase price to the acquired identifiable assets acquired and liabilities assumed until the end of the measurement period ending on August 31, 2023. The following table represents the preliminary allocation of consideration transferred to the identifiable assets acquired and the liabilities assumed based on the fair values as of August 31, 2022: (in thousands) Cash and cash equivalents $ 2,521 Prepaid expenses and other current assets 251 Property and equipment 1,246 Intangible assets 16,700 Other long-term assets 1,289 Accounts payable (68) Accrued liabilities (81) Other current liabilities (634) Deferred income taxes, net (1,456) Other long-term liabilities (550) Net identifiable assets acquired 19,218 Goodwill 10,465 Total consideration transferred 29,683 The goodwill is generated from operational synergies and cost savings the Company expects to achieve from the combined operations and Palamedrix’s knowledgeable and experienced assembled workforce. The goodwill is not deductible for tax purposes. All unvested awards of non-founder employees were accelerated on a discretionary basis as part of the Palamedrix Acquisition. These awards were exchanged at the close date for cash, Common Stock, and Milestone Consideration. As a result, the Company allocated $1.3 million of the total consideration transferred to post-combination compensation expense. The amount is recorded in research and development in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2022. In addition, the unvested awards of the Palamedrix founders were exchanged for cash, Common Stock, and Milestone Consideration on a consistent basis with all other shareholders. However, the Common Stock and Milestone Consideration granted to the Palamedrix founders require continuing employment for a period of three years. The Common Stock awards vest ratably over the service period and are equity classified. The Milestone Consideration awards vest after a three year service period or upon the achievement of the milestones. As the milestone payments are a fixed monetary value settled in a combination of cash and Common Stock, they are liability classified. The liability is recorded in other long-term liabilities on the condensed consolidated balance sheets. Total post combination compensation expense of $0.2 million related to the Palamedrix founders’ equity and liability classified awards was recorded in research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022. Contingent consideration as part of the total consideration transferred included the following: • Milestone contingent consideration: The fair value of the contingent consideration recognized on the acquisition date was $1.0 million. • Holdback contingent consideration: Up to $0.5 million to be paid to the Palamedrix founders contingent upon the settlement of pre-acquisition legal matters. The fair value of the contingent consideration recognized on the acquisition date was $0.5 million. As of September 30, 2022, there were no changes in the fair value of contingent consideration, which will be recorded in selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2022, we incurred $1.7 million and $2.8 million of acquisition-related costs included in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Unaudited Pro Forma Financial Information The following supplemental pro forma information has been prepared as if the Palamedrix acquisition had occurred on January 1, 2021 and is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2021. Pro forma three months ended Pro forma nine months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Net loss $ (31,945) $ (43,592) $ (63,182) $ (73,794) The unaudited supplemental pro forma information includes the estimated impact of certain material, nonrecurring adjustments directly attributable to the Palamedrix Acquisition. These pro forma adjustments primarily include the following: Pro forma three months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Increase (decrease) to earnings to adjust for transaction costs $ 1,963 $ — Increase (decrease) to earnings to reflect the release of a portion of the valuation allowance (622) — Increase (decrease) to earnings to adjust for compensation expense associated with replacement awards 992 (465) Pro forma nine months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Increase (decrease) to earnings to adjust for transaction costs $ 3,983 $ (3,983) Increase (decrease) to earnings to reflect the release of a portion of the valuation allowance (622) 622 Increase (decrease) to earnings to adjust for compensation expense associated with replacement awards 62 (2,696)

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 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 September 30, 2022 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 20,864 $ — $ — $ 20,864 Level 1 Money market funds 356,511 — — 356,511 Level 1 Commercial paper 2,999 — — 2,999 Level 2 Total cash and cash equivalents 380,374 — — 380,374 Investments: Commercial paper 105,467 — (322) 105,145 Level 2 U.S. Treasuries 57,274 — (415) 56,859 Level 2 Asset-backed securities — — — — Level 2 Corporate bonds 11,775 — (97) 11,678 Level 2 Agency bonds 12,392 — (111) 12,281 Level 2 Total investments 186,908 — (945) 185,963 Total assets measured at fair value on a recurring basis $ 567,282 $ — $ (945) $ 566,337 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 September 30, 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 September 30, 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) September 30, 2022 December 31, 2021 Fair Value Level Warrant liability - public warrants $ 2,429 $ 18,437 Level 1 Warrant liability - private placement warrants 2,206 16,744 Level 2 Earn-out liability 136 26,885 Level 3 Milestone contingent consideration 998 — Level 3 Holdback contingent consideration 450 — Level 3 Total liabilities measured at fair value on a recurring basis $ 6,219 $ 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: September 30, 2022 December 31, 2021 Stock price on valuation date $ 2.90 $ 11.64 Volatility 77.1 % 85.6 % Risk-free rate 4.00 % 0.34 % Dividend yield — % — % The rollforward of the fair value of the earn-out liability is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2021 $ 26,885 Change in fair value of earn-out liability 26,749 Balance as of September 30, 2022 $ 136 Milestone Contingent Consideration The milestone contingent consideration related to the Palamedrix Acquisition was $1.0 million as of September 30, 2022 and is recorded in other long-term liabilities on the condensed consolidated balance sheets. There was no change in fair value between the acquisition date of August 31, 2022 and September 30, 2022. The fair value of milestone contingent consideration was estimated using a Monte Carlo simulation model. The fair value is based on an option pricing framework, whereby a range of possible scenarios were simulated around forecasted net sales. The significant unobservable inputs used in the Monte Carlo simulation to measure the milestone contingent consideration that are categorized with Level 3 of the fair value hierarchy were as follows: September 30, 2022 Volatility 35.0 % Risk-free rate 4.0 % Weighted average cost of capital 31.0 % Cost of debt 11.0 % Holdback Contingent Consideration The holdback contingent consideration related to the Palamedrix Acquisition was $0.5 million as of September 30, 2022 and is recorded in other long-term liabilities on the condensed consolidated balance sheets. There was no change in fair value between the acquisition date of August 31, 2022 and September 30, 2022. The fair value of holdback contingent consideration was estimated using a scenario-based analysis. The fair value is based on the expected holdback release date and expected holdback payment. The future expected payments were discounted to the valuation date using the cost of debt. The significant unobservable inputs used in the scenario-based analysis to measure the holdback contingent consideration that are categorized with Level 3 of the fair value hierarchy were as follows: September 30, 2022 Cost of debt 12.6 %

Leases

Leases	9 Months Ended
	Sep. 30, 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 Nine Months Ended (in thousands) September 30, 2022 September 30, 2022 Operating lease cost 1 $ 6,477 $ 7,284 Variable lease cost 270 660 Short-term lease cost 12 35 Total lease cost $ 6,759 $ 7,979 1 Operating lease cost includes $6.0 million lease termination fee incurred during the three and nine months ended September 30, 2022. Rent expense for the three and nine months ended September 30, 2021 was $0.4 million and $1.3 million, respectively. Lease Maturities The table below reconciles the undiscounted lease payment maturities to the lease liabilities for our operating leases as of September 30, 2022: (in thousands) September 30, 2022 Remainder of 2022 $ 624 2023 2,561 2024 1,143 2025 834 2026 143 Total 5,305 Less: amount of lease payments representing interest (170) Less: tenant improvement allowance yet to be received — Present value of future minimum lease payments 5,135 Less: current operating lease liabilities (included in other current liabilities) (2,445) Long-term operating lease liabilities (including in other long-term liabilities) $ 2,690 Supplemental Lease Information Supplemental information related to our operating leases was as follows: September 30, 2022 Weighted average remaining lease term 2.5 years Weighted average discount rate 2.4 % Cash paid for amounts included in the measurement of our operating lease liabilities for the nine months ended September 30, 2022 was $1.4 million. In February 2022, we executed two separate lease agreements (the “Leases”) 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 made a deposit of $4.1 million during the first quarter of 2022. The deposit is restricted from withdrawal and held by a bank in the form of collateral for an irrevocable standby letter of credit held as security. On August 25, 2022, we entered into a lease termination agreement (the “Lease Termination”) for the Leases prior to lease commencement. As consideration for the termination of the Leases, we agreed to pay the landlord a termination fee of $6.0 million of which $2.5 million was paid on the termination date. The remaining $3.5 million will be paid on January 2, 2023 and may be reduced by $1.0 million if the landlord enters into a separate lease with a third party prior to January 2, 2023. A liability of $3.5 million is recorded in accrued liabilities on the condensed consolidated balance sheets. The $4.1 million deposit will be released from restricted cash once the termination fee is paid in full and is classified as restricted cash and included in prepaid expenses and other current assets in the condensed consolidated balance sheets. Additionally, we incurred a real estate commission agent fee related to the Lease Termination of approximately $1.6 million, of which $0.8 million has been paid and the remaining $0.8 million is recorded in accrued liabilities on the condensed consolidated balance sheets.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventory	Inventory Inventory was comprised of the following: (in thousands) September 30, 2022 December 31, 2021 Raw materials $ 20,253 $ 15,205 Work in process 1,275 — Finished goods 781 93 Total inventory $ 22,309 $ 15,298 Inventory (current) $ 18,499 $ 11,213 Non-current inventory $ 3,810 $ 4,085

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Accrued Liabilities	Accrued Liabilities Accrued liabilities consisted of the following: (in thousands) September 30, 2022 December 31, 2021 Accrued compensation $ 10,874 $ 9,832 Accrued lease termination fee 3,500 — Accrued real estate agent commission 804 — Accrued charitable contributions — 400 Accrued medical claims 635 398 Other 511 479 Total accrued liabilities $ 16,324 $ 11,109

Commitment and Contingencies

Commitment and Contingencies	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt As of September 30, 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 of nil and $3.6 million for the three and nine months ended September 30, 2021, respectively. The debt under the Company’s credit agreement was settled in the second quarter of 2021, which resulted in nil and a $5.2 million loss on extinguishment of debt for the three and nine months ended September 30, 2021, respectively. In July 2021, the convertible debt was converted into 571,642 shares of Common Stock (as converted), which resulted in a $2.7 million loss on extinguishment of debt for the three and nine months ended September 30, 2021. Interest expense incurred during the three and nine months ended September 30, 2021 was related to these forms of debt, primarily from the Company’s credit agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 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 September 30, 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. As of September 30, 2022, no warrants have been exercised. The warrants will expire on September 1, 2026 or earlier upon redemption or liquidation. There have been no significant changes to the disclosures in our 2021 Form 10-K related to Common Stock, preferred stock, or our public and private placement warrants, including warrant redemption terms.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 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 15, Related Parties ) and issuance of Earn-Out Shares to service providers in connection with the Business Combination. Stock-based compensation also includes the impact of common stock purchased through our employee stock purchase plan, which allows eligible employees to purchase shares of our common stock at a price equal to 85% of their fair market value on the last day of a defined offering period. In January 2022, we increased the reserve of Common Stock for issuance under all incentive plans by 9 million shares in accordance with our 2021 Omnibus Incentive Plan. 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 September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Cost of assay services revenue $ 327 $ 102 $ 910 $ 283 Cost of product revenue 12 — 37 6 Research and development 2,780 7,712 6,346 9,286 Selling, general and administrative 13,775 4,870 27,732 11,125 Total stock-based compensation $ 16,894 $ 12,684 $ 35,025 $ 20,700 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 nine months ended September 30, 2022: Stock Options (1) RSUs (2) Outstanding as of December 31, 2021 19,702,845 — Granted 6,336,656 3,263,009 Exercised or Issued (1,866,669) (12,031) Forfeited (778,960) (70,553) Expired — n/a Outstanding as of September 30, 2022 23,393,872 3,180,425 (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. During 2022, the Company modified options and RSUs held by terminated executives to accelerate the vesting and/or extend contractual terms. In connection with these modifications, the Company incurred incremental stock-based compensation expense of $7.5 million and $7.8 million for the three and nine months ended September 30, 2022. The Company also incurred incremental stock-based compensation expense related to option modifications of nil and $0.7 million for the three and nine months ended September 30, 2021. Service Provider Earn-Out Shares Upon the consummation of the Business Combination, 1,499,875 Earn-Out Shares, subject to vesting and forfeiture conditions, were issued to Earn-Out Service Providers (the “Service Provider Earn-Outs”). As the issuance of the Service Provider Earn-Outs is contingent on services being provided, we have accounted for them in accordance with ASC 718, Compensation - Stock Compensation. As of September 30, 2022, 1,229,612 Service Provider Earn-Outs were outstanding after forfeitures. Upon forfeiture, the forfeited shares will be redistributed to the Old SomaLogic stockholders. The Company recorded stock-based compensation expense related to the Service Provider Earn-Outs of $1.4 million and $5.0 million during the three and nine months ended September 30, 2022, respectively, and $1.0 million during the three and nine months ended September 30, 2021. Replacement Awards Subject to Vesting Conditions In connection with the Palamedrix Acquisition, we issued 1,209,801 shares of Common Stock and Milestone Consideration to founder employees that require continuing employment for a period of three years. Compensation expense of $0.2 million was recorded in research and development expense in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2022. Secondary Sale Transaction In July, 2021, an employee of the Company sold shares of the Company’s common stock and vested options to acquire shares of our common stock at a sales price that was above the then-current fair value. Since the purchasing parties are holders of economic interest in the Company and acquired shares and options from a current employee at a price in excess of fair value of such shares and options, the amount paid in excess of the fair value at the time of the secondary sale was recognized as stock-based compensation expense.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company recorded $0.6 million of income tax benefit for the three and nine months ended September 30, 2022 resulting from changes in the valuation allowance due to deferred tax liabilities resulting from acquired indefinite lived intangible assets as part of the acquisition of Palamedrix. There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets in the United States. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration or elimination of the net operating loss and tax credit carryforwards before utilization. Management believes that the limitation will not limit utilization of the carryforwards prior to their expiration.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Net loss $ (32,942) $ (41,419) $ (59,906) $ (64,240) Weighted-average shares outstanding, basic and diluted 184,407,874 137,176,228 183,209,213 122,268,443 Net loss per share, basic and diluted $ (0.18) $ (0.30) $ (0.33) $ (0.53) 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Anti-dilutive shares: Stock options to purchase common stock 23,393,872 17,158,714 23,393,872 17,158,714 Public warrants and private placement warrants 10,533,324 10,533,324 10,533,324 10,533,324 Unvested RSUs 3,180,425 — 3,180,425 — Replacement awards subject to vesting conditions 1,209,801 — 1,209,801 — Employee stock purchase plan 45,783 — 45,783 — Total anti-dilutive shares 38,363,205 27,692,038 38,363,205 27,692,038

Related Parties

Related Parties	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties	Related Parties The Company paid $0.4 million of an unconditional contribution to a related party during the three and nine months ended September 30, 2022, and paid nil and $0.1 million during the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, there is no remaining pledge recorded in accrued liabilities. 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. In August 2021, the Company issued 12,342 shares of Common Stock (as converted) to AVIA for milestones achieved. In June 2022, we amended the Consulting Milestone Agreement to redefine the milestones and payment terms. For these consulting services, we paid $0.2 million and $0.5 million for the three and nine months ended September 30, 2022, respectively, and $0.4 million and $0.7 million for the three and nine months ended September 30, 2021, respectively. Casdin Partners Master Fund, L.P (“Casdin”)., founded by Eli Casdin, a member of the Company’s Board of Directors and principal owner of the Company, was a shareholder of Palamedrix. Upon the Company’s acquisition of Palamedrix, Casdin received $0.8 million in cash, $0.8 million in equity, and the right to receive up to $0.3 million of contingent consideration related to the achievement of net sales milestones.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On November 11, 2022, the landlord and a third party entered into a lease agreement for the premises described in Note 6, Leases

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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, discount rates used in the determination of significant financing component, inventory valuation, incremental borrowing rates used in the determination of lease assets and liabilities, the valuation of stock-based compensation awards, intangible asset valuations, contingent consideration valuations, 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. The Company does not require collateral or other security related to its receivables. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits.
Business Combination	Business Combination The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” A business combination is one that combines inputs and processes to create outputs, and where substantially all of the fair value of assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets. Identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair
In-process research and development	In-process research and developmentAcquired in-process research and development (“IPR&D”) relates to substantial research and development efforts that are incomplete at the acquisition date. IPR&D intangible assets are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. During the development phase, these assets are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Once the IPR&D activities are completed, the intangible asset is amortized over its useful life on a straight-line basis.
Goodwill	Goodwill Goodwill is the difference between the total consideration paid in a business combination and the fair value of the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment on an annual basis and in interim periods if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. All of the Company’s goodwill is assigned to its one operating segment. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. For the quantitative goodwill impairment test, the fair value of the reporting unit is compared to its carrying value and an impairment is recorded for the excess carrying value over fair value, not to exceed the carrying amount of goodwill. There were no goodwill impairment losses recorded in any period presented.
Impairment of long-lived assets	Impairment of long-lived assetsThe Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than they carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach.
Leases	Leases Following the adoption of ASU 2016-02, Leases (Topic 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 shareholders in accordance with their respective pro rata Earn-Out Shares. The Earn-Out Shares granted to shareholders 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. See Note 12, Stock-based Compensation,
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 equipment and kit sales to customers who assay samples in their own laboratories. Equipment is generally accounted for as a bundle with installation, qualification and training services. Revenue is recognized over time based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. The Company receives fixed consideration per kit and revenue from kit sales is recognized upon transfer of control to the customer. 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
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 a 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 functional 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 this license. In September 2022, the Company and NEB entered into a license and settlement agreement (“NEB Agreement”) that terminated the existing exclusive licensing arrangement and provided for a settlement of $8.0 million of previously constrained royalties during the three and nine months ended September 30, 2022. The NEB Agreement also provided a non-exclusive license arrangement for the same proprietary information and know-how under which the Company is guaranteed fixed minimum royalties of $15.0 million to be received over the next 3 years. The Company recognized revenue for the guaranteed fixed minimum royalties of $13.2 million during the three and nine months ended September 30, 2022, net of a significant financing component of $1.8 million. The related interest income will be recognized over three years on an effective interest rate basis. Any revenue above the guaranteed fixed minimum royalties is recognized in the period in which the subsequent sale or usage has occurred. The Company has recorded a receivable of $13.2 million as of September 30, 2022, of which $10.2 million is recorded in accounts receivable, net of current portion and $3.0 million is recorded accounts receivable, net on the condensed consolidated balance sheets. 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. On December 31, 2021, the Company entered into a multi-year arrangement with Illumina Cambridge, Ltd. (“Illumina Agreement”) 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 is accounted for in accordance with ASC 606 by analogy. The Company concluded there are two performance obligations: (1) combined performance obligation that includes the following material promises: licenses, patents, training, transfer of know-how and SOMAmer reagents necessary to use the SomaScan technology (“Bundled SomaScan Technology”), and (2) an option to purchase goods post-commercialization with a material right (“Material Right”). The total transaction price is subject to a constraint since it is uncertain that commercialization will be achieved; and therefore the transaction price was determined to be $30.0 million and was allocated to each of the performance obligations identified on a relative standalone selling price basis. Revenue from the performance obligations is recognized as follows in product revenue on the condensed consolidated statements of operations and comprehensive loss: Bundled SomaScan Technology: Revenue is recognized as control transfers when the SOMAmer reagents are shipped. The Company estimated the standalone selling price (“SSP”) based on observable pricing of similar performance obligations. Material Right: Revenue is recognized when Illumina exercises its option to purchase goods post-commercialization. The Company estimated the SSP based on the incremental discount adjusted for the likelihood that Illumina will exercise the option. In June 2022, Illumina issued a purchase order that changed the future obligations due from SomaLogic under the Illumina Agreement. The purchase order represents a contract modification that is accounted for prospectively as if it were a termination of the existing contract and the creation of a new contract . As a result, the Company determined that there were three new performance obligations (total of five performance obligations): (1) equipment bundle that includes customization services, integration services, system qualification services, site initiation services and training (“Equipment Bundle”), (2) qualification kits, and (3) support services. The contract modification resulted in an increase in the transaction price of $0.5 million. The updated transaction price was allocated between the performance obligations on a relative SSP basis. Revenue from the performance obligations is recognized as follows in product revenue on the condensed consolidated statements of operations and comprehensive loss: Equipment Bundle : Revenue is recognized over time based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. The Company estimated the SSP based on observable pricing of similar performance obligations. Qualification Kits : Revenue is recognized as control transfers when the qualification kits are shipped. The Company estimated the SSP based on observable pricing of similar performance obligations. Support Services: Revenue is recognized for the support services over the service period, using an input method based on time. The Company estimated the SSP based on observable pricing of similar performance obligations. During the three and nine months ended September 30, 2022, the Company recognized nil and $0.1 million of revenue pursuant to the Illumina Agreement for performance obligations satisfied.
Restricted Cash	Restricted CashRestricted 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 and a bank guarantee with an international customer. The portion of restricted cash expected to be released within twelve months is classified as prepaid expenses and other current assets on the condensed consolidated balance sheets was $4.6 million and nil as of September 30, 2022 and December 31, 2021, respectively. Cash expected to be restricted for greater than twelve months is classified as other long-term assets on the condensed consolidated balance sheets and was $0.8 million as of September 30, 2022 and December 31, 2021
Income Taxes	Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on the differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future. The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss.
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 Goodwill Impairment. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, to simplify the goodwill impairment test . ASU 2017-04 removes the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 upon completing the Palamedrix Acquisition in August 2022, which resulted in the Company recognizing goodwill for the first time. 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 6, 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 , as amended, 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)	9 Months Ended
	Sep. 30, 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 September 30, 2022 December 31, 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 12% 10% 13% 27% 19% 24% Customer B * * * * * 17% Customer C 63% 20% 53% * 33% 11% Customer D * 26% * * * * * less than 10%

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Assay services revenue $ 17,574 $ 17,499 $ 47,305 $ 48,308 Product revenue 1,051 75 2,218 730 Collaboration revenue 763 763 2,288 2,288 Other revenue: Royalties 22,305 1,520 26,190 6,570 Other 20 135 836 736 Total other revenue 22,325 1,655 27,026 7,306 Total revenue $ 41,713 $ 19,992 $ 78,837 $ 58,632
Summary of Change in Contract Liabilities	A summary of the change in contract liabilities is as follows: (in thousands) September 30, 2022 December 31, 2021 Balance at beginning of period $ 5,385 $ 5,177 Recognition of revenue included in balance at beginning of period (2,464) (1,762) Revenue deferred during the period, net of revenue recognized 32,705 1,970 Balance at end of period $ 35,626 $ 5,385

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Consideration Transferred	The following table summarizes the fair value of consideration transferred to acquire Palamedrix: (in thousands) Cash $ 15,778 Common Stock 11,832 Contingent consideration 1,448 Fair value of replaced Palamedrix equity awards relating to pre-combination service 625 Total consideration transferred $ 29,683
Schedule of Assets Acquired and Liabilities	The following table represents the preliminary allocation of consideration transferred to the identifiable assets acquired and the liabilities assumed based on the fair values as of August 31, 2022: (in thousands) Cash and cash equivalents $ 2,521 Prepaid expenses and other current assets 251 Property and equipment 1,246 Intangible assets 16,700 Other long-term assets 1,289 Accounts payable (68) Accrued liabilities (81) Other current liabilities (634) Deferred income taxes, net (1,456) Other long-term liabilities (550) Net identifiable assets acquired 19,218 Goodwill 10,465 Total consideration transferred 29,683
Schedule of Pro Forma Information	The following supplemental pro forma information has been prepared as if the Palamedrix acquisition had occurred on January 1, 2021 and is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2021. Pro forma three months ended Pro forma nine months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Net loss $ (31,945) $ (43,592) $ (63,182) $ (73,794) Pro forma three months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Increase (decrease) to earnings to adjust for transaction costs $ 1,963 $ — Increase (decrease) to earnings to reflect the release of a portion of the valuation allowance (622) — Increase (decrease) to earnings to adjust for compensation expense associated with replacement awards 992 (465) Pro forma nine months ended (in thousands) September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Increase (decrease) to earnings to adjust for transaction costs $ 3,983 $ (3,983) Increase (decrease) to earnings to reflect the release of a portion of the valuation allowance (622) 622 Increase (decrease) to earnings to adjust for compensation expense associated with replacement awards 62 (2,696)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2022 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 20,864 $ — $ — $ 20,864 Level 1 Money market funds 356,511 — — 356,511 Level 1 Commercial paper 2,999 — — 2,999 Level 2 Total cash and cash equivalents 380,374 — — 380,374 Investments: Commercial paper 105,467 — (322) 105,145 Level 2 U.S. Treasuries 57,274 — (415) 56,859 Level 2 Asset-backed securities — — — — Level 2 Corporate bonds 11,775 — (97) 11,678 Level 2 Agency bonds 12,392 — (111) 12,281 Level 2 Total investments 186,908 — (945) 185,963 Total assets measured at fair value on a recurring basis $ 567,282 $ — $ (945) $ 566,337 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) September 30, 2022 December 31, 2021 Fair Value Level Warrant liability - public warrants $ 2,429 $ 18,437 Level 1 Warrant liability - private placement warrants 2,206 16,744 Level 2 Earn-out liability 136 26,885 Level 3 Milestone contingent consideration 998 — Level 3 Holdback contingent consideration 450 — Level 3 Total liabilities measured at fair value on a recurring basis $ 6,219 $ 62,066
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: September 30, 2022 December 31, 2021 Stock price on valuation date $ 2.90 $ 11.64 Volatility 77.1 % 85.6 % Risk-free rate 4.00 % 0.34 % Dividend yield — % — % The significant unobservable inputs used in the Monte Carlo simulation to measure the milestone contingent consideration that are categorized with Level 3 of the fair value hierarchy were as follows: September 30, 2022 Volatility 35.0 % Risk-free rate 4.0 % Weighted average cost of capital 31.0 % Cost of debt 11.0 % The significant unobservable inputs used in the scenario-based analysis to measure the holdback contingent consideration that are categorized with Level 3 of the fair value hierarchy were as follows: September 30, 2022 Cost of debt 12.6 %
Schedule Fair Value of Liabilities, Unobservable Input Reconciliation	rollforward of the fair value of the earn-out liability is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2021 $ 26,885 Change in fair value of earn-out liability 26,749 Balance as of September 30, 2022 $ 136

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of Lease Costs	The total lease cost for the period was as follows: Three Months Ended Nine Months Ended (in thousands) September 30, 2022 September 30, 2022 Operating lease cost 1 $ 6,477 $ 7,284 Variable lease cost 270 660 Short-term lease cost 12 35 Total lease cost $ 6,759 $ 7,979 1 Operating lease cost includes $6.0 million lease termination fee incurred during the three and nine months ended September 30, 2022.
Schedule of Lease Maturities	The table below reconciles the undiscounted lease payment maturities to the lease liabilities for our operating leases as of September 30, 2022: (in thousands) September 30, 2022 Remainder of 2022 $ 624 2023 2,561 2024 1,143 2025 834 2026 143 Total 5,305 Less: amount of lease payments representing interest (170) Less: tenant improvement allowance yet to be received — Present value of future minimum lease payments 5,135 Less: current operating lease liabilities (included in other current liabilities) (2,445) Long-term operating lease liabilities (including in other long-term liabilities) $ 2,690
Schedule of Supplemental Lease Information	Supplemental information related to our operating leases was as follows: September 30, 2022 Weighted average remaining lease term 2.5 years Weighted average discount rate 2.4 %

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Current Inventory	Inventory was comprised of the following: (in thousands) September 30, 2022 December 31, 2021 Raw materials $ 20,253 $ 15,205 Work in process 1,275 — Finished goods 781 93 Total inventory $ 22,309 $ 15,298 Inventory (current) $ 18,499 $ 11,213 Non-current inventory $ 3,810 $ 4,085
Schedule of Noncurrent Inventory	Inventory was comprised of the following: (in thousands) September 30, 2022 December 31, 2021 Raw materials $ 20,253 $ 15,205 Work in process 1,275 — Finished goods 781 93 Total inventory $ 22,309 $ 15,298 Inventory (current) $ 18,499 $ 11,213 Non-current inventory $ 3,810 $ 4,085

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Summary of Accrued Liabilities	Accrued liabilities consisted of the following: (in thousands) September 30, 2022 December 31, 2021 Accrued compensation $ 10,874 $ 9,832 Accrued lease termination fee 3,500 — Accrued real estate agent commission 804 — Accrued charitable contributions — 400 Accrued medical claims 635 398 Other 511 479 Total accrued liabilities $ 16,324 $ 11,109

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Cost of assay services revenue $ 327 $ 102 $ 910 $ 283 Cost of product revenue 12 — 37 6 Research and development 2,780 7,712 6,346 9,286 Selling, general and administrative 13,775 4,870 27,732 11,125 Total stock-based compensation $ 16,894 $ 12,684 $ 35,025 $ 20,700
Summary of Stock Option and RSU Activity	The following table summarizes our award activity for stock options and RSUs for the nine months ended September 30, 2022: Stock Options (1) RSUs (2) Outstanding as of December 31, 2021 19,702,845 — Granted 6,336,656 3,263,009 Exercised or Issued (1,866,669) (12,031) Forfeited (778,960) (70,553) Expired — n/a Outstanding as of September 30, 2022 23,393,872 3,180,425 (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)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Net loss $ (32,942) $ (41,419) $ (59,906) $ (64,240) Weighted-average shares outstanding, basic and diluted 184,407,874 137,176,228 183,209,213 122,268,443 Net loss per share, basic and diluted $ (0.18) $ (0.30) $ (0.33) $ (0.53)
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Anti-dilutive shares: Stock options to purchase common stock 23,393,872 17,158,714 23,393,872 17,158,714 Public warrants and private placement warrants 10,533,324 10,533,324 10,533,324 10,533,324 Unvested RSUs 3,180,425 — 3,180,425 — Replacement awards subject to vesting conditions 1,209,801 — 1,209,801 — Employee stock purchase plan 45,783 — 45,783 — Total anti-dilutive shares 38,363,205 27,692,038 38,363,205 27,692,038

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details)		1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 01, 2021 trading_day $ / shares shares	Jun. 30, 2022 USD ($)	Mar. 31, 2020 USD ($)	Jul. 31, 2011 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)	Feb. 28, 2021 $ / shares shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Number of operating segments | segment							1
Earn-out shares, stock price trigger (in usd per share) | $ / shares	$ 20
Earnout period, threshold trading days | trading_day	20
Earnout period, threshold consecutive trading days | trading_day	30
Collaboration revenue					$ 763,000	$ 763,000	$ 2,288,000	$ 2,288,000
Total other revenue					22,325,000	1,655,000	$ 27,026,000	7,306,000
Royalty term							3 years
Accounts receivable, net of current portion					10,383,000		$ 10,383,000		$ 0
Accounts receivable, net					25,050,000		25,050,000		17,074,000
Restricted cash included in prepaid expenses and other current assets					4,631,000	0	4,631,000	0	0
Deferred revenue					35,626,000		35,626,000		5,385,000			$ 5,177,000
Increase (decrease) in transaction price							30,241,000	1,448,000
Right of use asset										$ 4,100,000
Other current liabilities					2,445,000		2,445,000		66,000
Other long-term liabilities					6,113,000		6,113,000		363,000
Restricted cash included in other long-term assets					783,000	780,000	783,000	780,000
Minimum
Class of Stock [Line Items]
Guaranteed fixed minimum royalties					15,000,000		15,000,000
Royalties
Class of Stock [Line Items]
Total other revenue					22,305,000	$ 1,520,000	26,190,000	$ 6,570,000
Previously Constrained Royalties
Class of Stock [Line Items]
Total other revenue					$ 8,000,000		$ 8,000,000
Cumulative Effect, Period of Adoption, Adjusted Balance
Class of Stock [Line Items]
Other current liabilities										1,000,000
Other long-term liabilities										$ 3,600,000
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		$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Exercise price of warrants (in usd per share) | $ / shares					$ 11.50		$ 11.50
CMLS II | Public Warrants
Class of Stock [Line Items]
Number of warrants issued (in shares) | shares											5,519,991
Exercise price of warrants (in usd per share) | $ / shares											$ 11.50
CMLS II | Private Placement Warrants
Class of Stock [Line Items]
Number of 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				$ 12,000,000
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			$ 2,000,000
Collaborative arrangement, payment terms			5 years
Collaborative arrangements, total payment amount			$ 10,000,000
Collaboration revenue			$ 15,300,000
Collaborative arrangements, license of intellectual property, term			10 years
Illumina, Cambridge Ltd.
Class of Stock [Line Items]
Deferred revenue									$ 30,000,000
Increase (decrease) in transaction price		$ 500,000
Revenue					$ 0		$ 100,000
New England Biolabs, Inc.
Class of Stock [Line Items]
Royalty financing component					1,800,000		1,800,000
New England Biolabs, Inc. | Royalties
Class of Stock [Line Items]
Total other revenue					13,200,000		13,200,000
Accounts Receivable, after Allowance for Credit Loss					13,200,000		13,200,000
Accounts receivable, net of current portion					10,200,000		10,200,000
Accounts receivable, net					$ 3,000,000		$ 3,000,000
Non-US | Accounts Receivable | Geographic Concentration Risk
Class of Stock [Line Items]
Concentration risk, percentage							21%		18%
Non-US | Revenue | Geographic Concentration Risk
Class of Stock [Line Items]
Concentration risk, percentage					28%	44%	33%	34%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Customer A | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage			12%		10%
Customer A | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	13%	27%	19%	24%
Customer B | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage				17%
Customer C | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage			63%		20%
Customer C | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	53%		33%	11%
Customer D | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage					26%

Revenue - Summary of Disaggrega

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Collaboration revenue	$ 763	$ 763	$ 2,288	$ 2,288
Total other revenue	22,325	1,655	27,026	7,306
Total revenue	41,713	19,992	78,837	58,632
Assay services revenue
Disaggregation of Revenue [Line Items]
Revenue	17,574	17,499	47,305	48,308
Product revenue
Disaggregation of Revenue [Line Items]
Revenue	1,051	75	2,218	730
Royalties
Disaggregation of Revenue [Line Items]
Total other revenue	22,305	1,520	26,190	6,570
Other
Disaggregation of Revenue [Line Items]
Total other revenue	$ 20	$ 135	$ 836	$ 736

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 35,626,000	$ 5,385,000	$ 5,177,000
Deferred revenue related to collaboration	3,600,000	3,900,000
Illumina, Cambridge Ltd.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue		30,000,000
Service And Other Revenues
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 1,600,000	1,500,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance period	2 years 6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Illumina, Cambridge Ltd.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance period	9 years
Revenue agreement, initial transaction price	$ 30,400,000	$ 0

Revenue - Change in Contract Li

Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 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	(2,464)	(1,762)
Revenue deferred during the period, net of revenue recognized	32,705	1,970
Balance at end of period	$ 35,626	$ 5,385

Business Combination - Addition

Business Combination - Additional Information (Details)			1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2022 USD ($) $ / shares shares	Jan. 01, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Schedule of Reverse Recapitalization [Line Items]
Revenues				$ 41,713,000	$ 19,992,000	$ 78,837,000	$ 58,632,000
Expenses				82,325,000	44,998,000	200,117,000	103,578,000
Stock-based compensation				16,894,000	12,684,000	$ 35,025,000	20,700,000
Acquisition, transaction costs					$ 31,511,000		$ 31,511,000
Number of operating segments | segment						1
Palamedrix, Inc
Schedule of Reverse Recapitalization [Line Items]
Percentage of voting interest acquired	100%
Revenues			$ 0
Expenses			$ 600,000
Common stock, shares issued (in shares) | shares	3,215,295
Share price (in usd per share) | $ / shares	$ 3.68
Total consideration transferred		$ 29,683,000
Acquisition, transaction costs				1,700,000		$ 2,800,000
Business Combination, Consideration Transferred, Post-Combination Compensation Expense	$ 1,300,000
Palamedrix, Inc | Founder
Schedule of Reverse Recapitalization [Line Items]
Award requisite service period	3 years
Stock-based compensation				$ 200,000		$ 200,000
Palamedrix, Inc | Milestone contingent consideration
Schedule of Reverse Recapitalization [Line Items]
Contingent consideration, range of outcomes, high	$ 17,500,000
Contingent consideration liability	1,000,000
Palamedrix, Inc | Holdback contingent consideration
Schedule of Reverse Recapitalization [Line Items]
Contingent consideration, range of outcomes, high	500,000
Contingent consideration liability	$ 500,000

Business Combination - Consider

Business Combination - Consideration Transferred (Details) - Palamedrix, Inc $ in Thousands	Jan. 01, 2021 USD ($)
Business Acquisition [Line Items]
Cash	$ 15,778
Common Stock	11,832
Contingent consideration	1,448
Fair value of replaced Palamedrix equity awards relating to pre-combination service	625
Total consideration transferred	$ 29,683

Business Combination - Assets A

Business Combination - Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 10,465		$ 0
Palamedrix, Inc
Business Acquisition [Line Items]
Cash and cash equivalents		$ 2,521
Prepaid expenses and other current assets		251
Property and equipment		1,246
Intangible assets		16,700
Other long-term assets		1,289
Accounts payable		(68)
Accrued liabilities		(81)
Other current liabilities		(634)
Deferred income taxes, net		(1,456)
Other long-term liabilities		(550)
Net identifiable assets acquired		19,218
Goodwill		10,465
Total consideration transferred		$ 29,683

Business Combination - Pro Form

Business Combination - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Palamedrix, Inc
Business Acquisition [Line Items]
Net loss	$ (31,945)	$ (43,592)	$ (63,182)	$ (73,794)

Business Combination - Pro Fo_2

Business Combination - Pro Forma Adjustments (Details) - Palamedrix, Inc - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Increase (decrease) to earnings to adjust for transaction costs	$ 1,963	$ 0	$ 3,983	$ (3,983)
Increase (decrease) to earnings to reflect the release of a portion of the valuation allowance	(622)	0	(622)	622
Increase (decrease) to earnings to adjust for compensation expense associated with replacement awards	$ 992	$ (465)	$ 62	$ (2,696)

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Debt Securities, Available-for-sale [Line Items]
Commercial paper, gross unrealized gain	$ 0
Total cash and cash equivalents, gross unrealized gain	0
Cash and cash equivalents	380,374	$ 439,488	$ 468,708
Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Total cash and cash equivalents, amortized cost	380,374
Total cash and cash equivalents, gross unrealized loss	0
Cash and cash equivalents	380,374	439,488
Investments, amortized cost	186,908	218,289
Investments, gross unrealized gain	0	16
Investments, gross unrealized loss	(945)	(87)
Investments, aggregate fair value	185,963	218,218
Total assets measured at fair value on a recurring basis, amortized cost	567,282	657,777
Total assets measured at fair value on a recurring basis, unrealized gain	0
Total assets measured at fair value on a recurring basis, unrealized loss	(945)
Total assets measured at fair value on a recurring basis, aggregate fair value	566,337	657,706
Level 1 | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Cash	20,864	114,533
Money market funds	356,511	324,955
Level 2 | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Commercial paper, amortized cost	2,999
Commercial paper, gross unrealized loss	0
Commercial paper	2,999
Level 2 | Commercial paper | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	105,467	177,852
Investments, gross unrealized gain	0	16
Investments, gross unrealized loss	(322)	(57)
Investments, aggregate fair value	105,145	177,811
Level 2 | U.S. Treasuries | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	57,274	12,021
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(415)	(9)
Investments, aggregate fair value	56,859	12,012
Level 2 | Asset-backed securities | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	0	12,084
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	0	(8)
Investments, aggregate fair value	0	12,076
Level 2 | Corporate bonds | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	11,775	16,332
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(97)	(13)
Investments, aggregate fair value	11,678	$ 16,319
Level 2 | Agency bonds | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	12,392
Investments, gross unrealized gain	0
Investments, gross unrealized loss	(111)
Investments, aggregate fair value	$ 12,281

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	$ 136	$ 26,885
Level 3 | Milestone contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	1,000
Level 3 | Holdback contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	500
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	6,219	62,066
Fair Value, Recurring | Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	2,429	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	2,206	16,744
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	136	26,885
Fair Value, Recurring | Level 3 | Milestone contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	998	0
Fair Value, Recurring | Level 3 | Holdback contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	$ 450	$ 0

Fair Value Measurements - Liabi

Fair Value Measurements - Liabilities, Inputs and Valuation Techniques (Details) - Level 3 - Fair Value, Recurring	Sep. 30, 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	2.90	11.64
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.771	0.856
Volatility | Milestone contingent consideration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.350
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.0400	0.0034
Risk-free rate | Milestone contingent consideration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.040
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0	0
Weighted average cost of capital | Milestone contingent consideration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.310
Cost of debt | Holdback contingent consideration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.126
Cost of debt | Milestone contingent consideration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.110

Fair Value Measurements - Earn-

Fair Value Measurements - Earn-out Liability, Reconciliation (Details) - Earn-out liability - Level 3 - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities, beginning balance	$ 136	$ 26,885
Change in fair value of earn-out liability	26,749
Fair value of warrant liabilities, ending balance	$ 136

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Acquisition, transaction costs	$ 31,511	$ 31,511
Milestone contingent consideration | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liability			$ 1,000
Holdback contingent consideration | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liability			$ 500

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 25, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)	Feb. 28, 2022 lease	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease, rent expense		$ 400		$ 1,300
Operating lease payment			$ 1,400
Operating lease, number of contracts | lease						2
Lease deposit					$ 4,100
Termination fee	$ 6,000		6,000
Termination fee paid	2,500
Reduction contingent on new tenant	1,000
Termination fee payable	3,500		3,500				$ 0
Commission fee on lease termination	1,600
Commission fee paid	800
Commission fee payable	$ 800		$ 804				$ 0
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

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 25, 2022	Sep. 30, 2022	Sep. 30, 2022
Leases [Abstract]
Operating lease cost		$ 6,477	$ 7,284
Variable lease cost		270	660
Short-term lease cost		12	35
Total lease cost		$ 6,759	7,979
Termination fee	$ 6,000		$ 6,000

Leases - Schedule of Lease Matu

Leases - Schedule of Lease Maturities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 624
2023	2,561
2024	1,143
2025	834
2026	143
Total	5,305
Less: amount of lease payments representing interest	(170)
Less: tenant improvement allowance yet to be received	0
Present value of future minimum lease payments	5,135
Less: current operating lease liabilities (included in other current liabilities)	(2,445)
Long-term operating lease liabilities (including in other long-term liabilities)	$ 2,690

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Lease Information (Details)	Sep. 30, 2022
Leases [Abstract]
Weighted average remaining lease term	2 years 6 months
Weighted average discount rate	2.40%

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 20,253	$ 15,205
Work in process	1,275	0
Finished goods	781	93
Total inventory	22,309	15,298
Inventory (current)	18,499	11,213
Non-current inventory	$ 3,810	$ 4,085

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Aug. 25, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation	$ 10,874		$ 9,832
Termination fee payable	3,500	$ 3,500	0
Commission fee payable	804	$ 800	0
Accrued charitable contributions	0		400
Accrued medical claims	635		398
Other	511		479
Total accrued liabilities	$ 16,324		$ 11,109

Debt (Details)

Debt (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Loss on extinguishment of debt, net	$ 0	$ (2,693,000)	$ 0	$ (4,323,000)
Paycheck Protection Program
Debt Instrument [Line Items]
Loss on extinguishment of debt, net		0		3,600,000
Credit Agreement
Debt Instrument [Line Items]
Loss on extinguishment of debt, net		0		(5,200,000)
Convertible Debt
Debt Instrument [Line Items]
Loss on extinguishment of debt, net		$ (2,700,000)		$ (2,700,000)
Debt conversion, converted instrument, shares issued (in shares)		571,642

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Sep. 30, 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

Stock-based Compensation - Narr

Stock-based Compensation - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved for future issuance (in shares)						9,000,000
Incremental stock-based compensation expense		$ 7,500,000	$ 0	$ 7,800,000	$ 700,000
Number of awards granted (in shares)	12,342
Stock-based compensation		$ 16,894,000	12,684,000	$ 35,025,000	20,700,000
Founder
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares outstanding (in shares)		1,209,801		1,209,801
Palamedrix, Inc | Founder
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 200,000		$ 200,000
Secondary Sale Transaction
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			6,500,000		6,500,000
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent				85%
Earn Out Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares outstanding (in shares)		1,229,612		1,229,612
Stock-based compensation		$ 1,400,000	$ 1,000,000	$ 5,000,000	$ 1,000,000
Earn Out Shares | Merger Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)				1,499,875

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 16,894	$ 12,684	$ 35,025	$ 20,700
Cost of revenue | Cost of assay services revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	327	102	910	283
Cost of revenue | Cost of product revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	12	0	37	6
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	2,780	7,712	6,346	9,286
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 13,775	$ 4,870	$ 27,732	$ 11,125

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option and RSU Activity (Details)	9 Months Ended
	Sep. 30, 2022 shares
Stock Options
Outstanding, beginning balance (in shares)	19,702,845
Granted (in shares)	6,336,656
Exercised (in shares)	(1,866,669)
Forfeited (in shares)	(778,960)
Expired (in shares)	0
Outstanding, ending balance (in shares)	23,393,872
RSUs
Exercised (in shares)	(12,031)
Stock Options
RSUs
Vesting period	4 years
Vesting percentage	25%
RSUs
RSUs
Outstanding, beginning balance (in shares)	0
Granted (in shares)	3,263,009
Forfeited (in shares)	(70,553)
Outstanding, ending balance (in shares)	3,180,425

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Contingency [Line Items]
Income tax benefit	$ (622)	$ 0	$ (622)	$ 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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss - basic	$ (32,942)	$ (41,419)	$ (59,906)	$ (64,240)
Net loss - diluted	$ (32,942)	$ (41,419)	$ (59,906)	$ (64,240)
Weighted-average shares outstanding, basic (in shares)	184,407,874	137,176,228	183,209,213	122,268,443
Weighted-average shares outstanding, diluted (in shares)	184,407,874	137,176,228	183,209,213	122,268,443
Net loss per share, basic (in usd per share)	$ (0.18)	$ (0.30)	$ (0.33)	$ (0.53)
Net loss per share, diluted (in usd per share)	$ (0.18)	$ (0.30)	$ (0.33)	$ (0.53)

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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	38,363,205	27,692,038	38,363,205	27,692,038
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	23,393,872	17,158,714	23,393,872	17,158,714
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	10,533,324	10,533,324	10,533,324
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	3,180,425	0	3,180,425	0
Replacement awards subject to vesting conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	1,209,801	0	1,209,801	0
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	45,783	0	45,783	0

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Accrued charitable contributions, current		$ 0		$ 0		$ 400
Number of awards granted (in shares)	12,342
Master Agreement
Class of Stock [Line Items]
Payments for related party consulting services		200	$ 400	500	$ 700
Cash Paid For Acquisition | Director
Class of Stock [Line Items]
Consideration transferred to related party				800
Equity Considered Transfered For Acquistion | Director
Class of Stock [Line Items]
Consideration transferred to related party				800
Contingent Consideration Transferred For Acquistion | Director
Class of Stock [Line Items]
Consideration transferred to related party				300
Unconditional Contribution
Class of Stock [Line Items]
Consideration transferred to related party		$ 400	$ 0	$ 400	$ 100

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Nov. 11, 2022 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Termination fee	$ 1