Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 187,945,300 | |
Entity Central Index Key | 0001837412 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 438,509 | $ 421,830 |
Investments | 62,061 | 117,758 |
Accounts receivable, net | 25,585 | 17,006 |
Inventory | 15,051 | 13,897 |
Deferred costs of services | 1,181 | 1,337 |
Prepaid expenses and other current assets | 4,666 | 9,873 |
Total current assets | 547,053 | 581,701 |
Non-current inventory | 6,985 | 4,643 |
Accounts receivable, net of current portion | 9,048 | 9,284 |
Property and equipment, net of accumulated depreciation and amortization of $19,628 and $17,899 as of March 31, 2023 and December 31, 2022, respectively | 19,706 | 19,564 |
Other long-term assets | 4,349 | 5,083 |
Intangible assets | 16,700 | 16,700 |
Goodwill | 10,399 | 10,399 |
Total assets | 614,240 | 647,374 |
Current liabilities | ||
Accounts payable | 22,676 | 16,794 |
Accrued liabilities | 10,071 | 20,678 |
Deferred revenue | 3,905 | 3,383 |
Other current liabilities | 2,221 | 2,477 |
Total current liabilities | 38,873 | 43,332 |
Warrant liabilities | 3,160 | 4,213 |
Earn-out liability | 0 | 15 |
Deferred revenue, net of current portion | 31,469 | 31,732 |
Other long-term liabilities | 5,428 | 5,524 |
Total liabilities | 78,930 | 84,816 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 600,000,000 shares authorized; 187,945,232 and 187,647,973 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 19 | 19 |
Additional paid-in capital | 1,178,212 | 1,171,122 |
Accumulated other comprehensive loss | (164) | (513) |
Accumulated deficit | (642,757) | (608,070) |
Total stockholders’ equity | 535,310 | 562,558 |
Total liabilities and stockholders’ equity | $ 614,240 | $ 647,374 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Unaudited (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 19,628 | $ 17,899 |
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) | 187,945,232 | 187,647,973 |
Common stock, shares outstanding (in shares) | 187,945,232 | 187,647,973 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Collaboration revenue | $ 763 | $ 763 |
Total revenue | 20,379 | 22,980 |
Operating expenses | ||
Research and development | 14,067 | 13,800 |
Selling, general and administrative | 34,189 | 30,815 |
Total operating expenses | 60,572 | 56,267 |
Loss from operations | (40,193) | (33,287) |
Other income | ||
Interest income and other, net | 4,925 | 209 |
Change in fair value of warrant liabilities | 1,053 | 12,640 |
Change in fair value of earn-out liability | 15 | 16,462 |
Total other income | 5,993 | 29,311 |
Net loss before income tax provision | (34,200) | (3,976) |
Income tax provision | (2) | (3) |
Net loss | (34,202) | (3,979) |
Other comprehensive income (loss) | ||
Net unrealized gain (loss) on available-for-sale securities | 351 | (652) |
Foreign currency translation loss | (2) | (3) |
Total other comprehensive income (loss) | 349 | (655) |
Comprehensive loss | $ (33,853) | $ (4,634) |
Net loss per share, basic (in usd per share) | $ (0.18) | $ (0.02) |
Net loss per share, diluted (in usd per share) | $ (0.18) | $ (0.02) |
Weighted-average shares outstanding used to compute net loss per share, basic (in shares) | 186,524,473 | 182,050,468 |
Weighted-average shares outstanding used to compute net loss per share, diluted (in shares) | 186,524,473 | 182,050,468 |
Assay services revenue | ||
Revenue | ||
Revenue | $ 18,419 | $ 18,800 |
Operating expenses | ||
Cost of revenue | 11,682 | 11,380 |
Product revenue | ||
Revenue | ||
Revenue | 1,186 | 453 |
Operating expenses | ||
Cost of revenue | 634 | 272 |
Other | ||
Revenue | ||
Revenue | $ 11 | $ 2,964 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity Unaudited - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance, common stock (in shares) at Dec. 31, 2021 | 181,552,241 | |||||
Beginning balance at Dec. 31, 2021 | $ 612,024 | $ 18 | $ 1,110,991 | $ (72) | $ (498,913) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Common Stock upon exercise of options (in shares) | 624,685 | |||||
Issuance of Common Stock upon exercise of options | 1,242 | 1,242 | ||||
Issuance of Common Stock for services | 50 | 50 | ||||
Stock-based compensation | 8,627 | 8,627 | ||||
Net unrealized loss (gain) on available-for-sale securities | (652) | (652) | ||||
Foreign currency translation loss | (3) | (3) | ||||
Net loss | (3,979) | (3,979) | ||||
Ending balance, common stock (in shares) at Mar. 31, 2022 | 182,176,926 | |||||
Ending balance at Mar. 31, 2022 | 617,309 | $ 18 | 1,120,910 | (727) | (502,892) | |
Beginning balance, common stock (in shares) at Dec. 31, 2021 | 181,552,241 | |||||
Beginning balance at Dec. 31, 2021 | $ 612,024 | $ 18 | 1,110,991 | (72) | (498,913) | |
Ending balance, common stock (in shares) at Dec. 31, 2022 | 187,647,973 | 187,647,973 | ||||
Ending balance at Dec. 31, 2022 | $ 562,558 | $ (485) | $ 19 | 1,171,122 | (513) | (608,070) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | |||||
Issuance of Common Stock upon vesting of RSUs (in shares) | 185,863 | |||||
Issuance of Common Stock upon exercise of options (in shares) | 111,396 | 111,396 | ||||
Issuance of Common Stock upon exercise of options | $ 172 | 172 | ||||
Stock-based compensation | 6,918 | 6,918 | ||||
Net unrealized loss (gain) on available-for-sale securities | 351 | 351 | ||||
Foreign currency translation loss | (2) | (2) | ||||
Net loss | $ (34,202) | (34,202) | ||||
Ending balance, common stock (in shares) at Mar. 31, 2023 | 187,945,232 | 187,945,232 | ||||
Ending balance at Mar. 31, 2023 | $ 535,310 | $ 19 | $ 1,178,212 | $ (164) | $ (642,757) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows Unaudited - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net loss | $ (34,202) | $ (3,979) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation expense | 7,183 | 8,671 |
Depreciation and amortization | 1,754 | 755 |
Noncash lease expense | (47) | 369 |
Change in fair value of warrant liabilities | (1,053) | (12,640) |
Change in fair value of earn-out liability | (15) | (16,462) |
Change in fair value contingent consideration | 6 | 0 |
Amortization of premium (accretion of discount) on available-for-sale securities, net | (493) | 77 |
Provision for expected credit losses | 94 | 133 |
Cloud computing arrangement expenditures | (620) | (1,795) |
Other | 10 | 15 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,921) | (4,965) |
Inventory | (3,496) | (1,760) |
Deferred costs of services | 156 | 462 |
Prepaid expenses and other current assets | 1,096 | (526) |
Other long-term assets | 0 | (113) |
Accounts payable | 5,881 | 2,165 |
Deferred revenue | 259 | 29,185 |
Accrued and other liabilities | (10,637) | (5,507) |
Net cash used in operating activities | (43,045) | (5,915) |
Investing activities | ||
Purchases of property and equipment | (1,262) | (364) |
Purchases of available-for-sale securities | 0 | (77,919) |
Proceeds from maturities of available-for-sale securities | 56,541 | 85,650 |
Net cash provided by investing activities | 55,279 | 7,367 |
Financing activities | ||
Proceeds from exercise of stock options and employee stock purchase plan | 172 | 1,242 |
Net cash provided by financing activities | 172 | 1,242 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (7) | (10) |
Net increase in cash, cash equivalents and restricted cash | 12,399 | 2,684 |
Cash, cash equivalents and restricted cash at beginning of period | 427,282 | 440,268 |
Cash, cash equivalents and restricted cash at end of period | 439,681 | 442,952 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable | 634 | 1,467 |
Operating lease assets obtained in exchange for lease obligations | 0 | 4,134 |
Issuance of Common Stock for services | 0 | 50 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 438,509 | 438,052 |
Restricted cash included in prepaid expenses and other current assets | 547 | 0 |
Restricted cash included in other long-term assets | 625 | 4,900 |
Total cash, cash equivalents and restricted cash at end of period | $ 439,681 | $ 442,952 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Organization and Operations SomaLogic, Inc. (“SomaLogic” or the “Company”) operates as 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. SomaLogic, Inc. was incorporated in Delaware on December 15, 2020 as a special purpose acquisition company (“SPAC”) 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, we consummated a business combination (the “SPAC Merger”) wherein SomaLogic Operating Co. Inc. (“SomaLogic Operating”), a Delaware corporation formed on October 13, 1999, became a wholly-owned subsidiary of CMLS II. In connection with the closing of the SPAC Merger, we changed our name from CM Life Sciences II Inc. to SomaLogic, Inc. Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic" and “the Company" refer to SomaLogic, Inc. and its consolidated subsidiaries. See Note 4, Business Combinations , for more details of the SPAC Merger and, the presentation of historical amounts and balances after the SPAC Merger. Our Common Stock and warrants to purchase Common Stock are listed on the Nasdaq under the ticker symbols “SLGC” and “SLGCW”, respectively. Other than information discussed herein, there have been no significant changes to our description of business disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 accounting principles generally accepted in the United States (“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, 2022 included in the 2022 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 our condensed consolidated financial position and our 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, 2023 or for any other future annual or interim period. Certain reclassifications have been made to prior period amounts to conform to the current presentation. Revisions of prior period consolidated financial statements Capitalized costs incurred in relation to the development of software under hosting arrangements that are service contracts should be classified as operating activities in the statement of cash flows. We determined that the prior classification of these capitalized costs under purchases of property and equipment, net of proceeds from sales within investing activities in the condensed consolidated statement of cash flows was not material to the prior period condensed consolidated financial statements as a whole. The prior period’s condensed consolidated statement of cash flows has been revised to reflect the proper classification of capitalized costs in the accompanying condensed consolidated financial statements as follows: Three Months Ended March 31, 2022 (in thousands) As Previously Reported Reclassification Revised Operating Activities Cloud computing arrangement expenditures $ — $ (1,795) $ (1,795) Net cash used in operating activities $ (4,120) $ (1,795) $ (5,915) Investing Activities Purchases of property and equipment, net of proceeds from sales (2,159) 1,795 (364) Net cash provided by investing activities $ 5,572 $ 1,795 $ 7,367 Supplemental disclosure of non-cash investing and financing activities: Purchase of property and equipment included in accounts payable $ 905 $ 562 $ 1,467 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, net realizable value of inventory, intangible asset valuations, and contingent consideration 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 our consolidated financial position and results of operations. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially expose us to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. We do not require collateral or other security related to our 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 our total revenues or gross accounts receivable balances for the periods in the condensed consolidated statements of operations and comprehensive loss and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue March 31, 2023 December 31, 2022 Three months ended March 31, 2023 2022 Customer A 26% 11% 45% 35% Customer B * * 10% * Customer C 38% 51% * 13% * 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 66% and 44% of our revenues for the three months ended March 31, 2023 and 2022, respectively. Customers outside of the United States collectively represented 41% and 23% of our gross accounts receivable balance as of March 31, 2023 and December 31, 2022, respectively. Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers. Business Combination We account 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 details. Contingent Consideration Contingent consideration arrangements represent a promise to deliver Common Stock and/or cash to former owners of an acquired business after the acquisition if certain specified events occur or conditions are met in the future are classified as liabilities and recognized at fair value at the acquisition date and at each subsequent reporting period. The contingent consideration liabilities contractually due beyond 12 months are recorded in other long-term liabilities on the condensed consolidated balance sheets. Subsequent changes in fair value are recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. See Note 4, Business Combinations , for additional details. Accounts Receivable and Allowance for Expected Credit Losses Effective January 1, 2023, we adopted the requirements of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), along with the subsequently issued guidance amending and clarifying various aspects of ASU 2016-13, using the modified retrospective method of adoption. In accordance with that method, the comparative periods’ information continues to be reported under the relevant accounting guidance in effect for that period. For the current period, the standard replaces the existing incurred credit loss model with the current expected credit losses model for financial instruments, including accounts receivable, through a cumulative-effect adjustment to accumulated deficit as of the beginning of the first reporting period in which the guidance is effective. We are exposed to credit losses primarily through sales of products and services and recognize an allowance for expected credit losses on accounts receivable in an amount equal to the current expected credit losses. The estimation of the allowance for expected credit losses is based on an analysis of historical loss experience, a review of the current aging status of receivables, assessments of current and estimated future economic and market conditions, and assessments of specific customer accounts to be considered at risk or uncollectible. We write off accounts receivable against the allowance for expected credit losses when we determine a balance is uncollectible and cease collection efforts. We did not write off any material accounts receivable balances during the periods ended March 31, 2023 and 2022. As of March 31, 2023, we also recorded a long-term receivable for guaranteed fixed minimum royalties net of a discount related to a significant financing component. The related interest income is recognized over the term of the agreement on an effective interest rate basis. Accounts receivable, net consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Accounts receivable $ 35,363 $ 26,441 Less: allowance for expected credit losses (730) (151) Accounts receivable, net $ 34,633 $ 26,290 Accounts receivable, net (current) $ 25,585 $ 17,006 Accounts receivable, net of current portion $ 9,048 $ 9,284 A rollforward of the allowance for expected credit losses balance for the three months ended March 31, 2023 is as follows: (in thousands) Allowance for doubtful accounts, December 31, 2022 $ (151) Impact of adopting ASU 2016-13 (485) Allowance for expected credit losses, January 1, 2023 (636) Provision for credit losses (94) Write offs, net — Allowance for expected credit losses, March 31, 2023 $ (730) Inventory Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. We estimate the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. We periodically analyze our inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and record a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying condensed consolidated balance sheets. 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 during the fourth quarter of the year 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 of identifiable assets acquired and liabilities assumed. Goodwill is not amortized but is tested for impairment on an annual basis during the fourth quarter of the year 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 our goodwill is assigned to our one reporting unit. We first assess 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, we determine 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 We evaluate a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. There were no impairment losses recorded in any period presented. Leases 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 our leases is generally unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. We give consideration to our credit risk, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating our 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 we will exercise any such options. Lease costs for our operating leases are recognized on a straight-line basis within operating expenses over the lease term in the condensed consolidated statements of operations and comprehensive loss. We have lease agreements with lease and non-lease components. However, we have elected the practical expedient to not separate lease and non-lease components for all of our existing classes of assets. Therefore, the lease and non-lease components are accounted for as a single lease component. We have also elected to not apply the recognition requirement to any short-term leases with a term of 12 months or less. We monitor for events or changes in circumstances that may require a reassessment or impairment of our leases, at which time our ROU assets for operating leases may be reduced by impairment losses. Warrant Liabilities During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of March 31, 2023. We classify the Warrants as liabilities on our condensed consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, we recorded these warrants as long-term liabilities at fair value on the date of the SPAC Merger, 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. See Note 10, Stockholders' Equity , for more information on the Warrants. Earn-Out Liability As a result of the SPAC Merger, 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 of the SPAC Merger (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider (the “Service Provider Earn-Outs”) 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 are recognized as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the SPAC Merger 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. As the issuance of the Service Provider Earn-Outs is contingent on services being provided, they are accounted for in accordance with ASC 718, Compensation - Stock Compensation . See Note 11, Stock-based Compensation , for additional information regarding Earn-Out Shares granted to Earn-Out Service Providers. Revenue Recognition We recognize 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. We recognize revenue when or as control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect 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. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. We do 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. We expense 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 We generate 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 that assay samples in their own laboratories. Equipment is generally accounted for as a bundle with installation, qualification and training services. Revenue is recognized based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. 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 SomaLogic 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. This agreement includes a clause whereby if there is a material breach of the contract or change in control of SomaLogic, we may be required to pay a fee to terminate the agreement. We 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. We 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 SomaLogic mutually terminated the SAA and concurrently SomaLogic and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the Joint Development & Commercialization Agreement (the “JDCA”), to develop and commercialize SomaScan ® services in Japan. NES agreed to make annual payments of $2.0 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. We 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 our intellectual property. (i) Research and Development Activities We determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. We recognize revenue from these activities based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred, in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. (ii) Assay Services We determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. We receive 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 We determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. We receive 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. We recognize 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. We recognize 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, SomaLogic and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby we provide a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, we receive royalties from NEB for this functional license of intellectual property. In September 2022, SomaLogic 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 recognized for the year ended December 31, 2022. The NEB Agreement also provided a non-exclusive license arrangement for the same proprietary information and know-how under which we are guaranteed fixed minimum royalties of $15.0 million to be received over the next 3 years. We recognized revenue for the guaranteed fixed minimum royalties of $13.2 million for the year ended December 31, 2022, net of a significant financing component of $1.8 million. Any revenue above the guaranteed fixed minimum royalties is recognized in the period in which the subsequent sale or usage has occurred. We have recorded a receivable of $12.8 million as of March 31, 2023, of which $8.7 million is recorded in accounts receivable, net of current portion and $4.1 million is recorded in accounts receivable, net on the condensed consolidated balance sheets. Interest income related to the significant financing component was $0.2 million for the period ended March 31, 2023, and is included in interest income and other, net in the condensed consolidated statements of operations and comprehensive loss. Grant revenue represents funding under cost reimbursement programs or fixed rate arrangements from government agencies and non-profit foundations for qualified research and development activities performed by SomaLogic. We recognize 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 SomaLogic. 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, we 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. We concluded there are two performance obligations: (1) SOMAmer reagents necessary to develop and commercialize NGS based proteomic products, inclusive of the rights to licenses, patents and training to allow for the use of such reagents 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 in the condensed consolidated statements of operations and comprehensive loss: Reagents: Revenue is recognized when control transfers to the customer (i.e., when the SOMAmer reagents are shipped). We 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. We estimated the SSP based on an incremental discount to be provided to the customer adjusted for the likelihood that Illumina will exercise the option. In June 2022, Illumina issued a purchase order that changed the promises 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, we 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. We estimated the SSP based on observable pricing of similar performance obligations. Revenue from the performance obligations is recognized as follows in product revenue in the condensed consolidated statements of operations and comprehensive loss: Equipment Bundle : Revenue is recognized based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. Qualification Kits : Revenue is recognized when control transfers to the customer (i.e., when the qualificati |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides information about disaggregated revenue by product line: Three Months Ended March 31, (in thousands) 2023 2022 Assay services revenue $ 18,419 $ 18,800 Product revenue 1,186 453 Collaboration revenue 763 763 Other revenue: Royalties — 2,955 Other 11 9 Total other revenue 11 2,964 Total revenue $ 20,379 $ 22,980 Contract Balances and Remaining Performance Obligations Contract liabilities represent our obligation to transfer goods or services to customers from which we have received consideration. Deferred revenue is classified as current if we expects to be able to recognize the deferred amount as revenue within 12 months of the balance sheet date. Deferred revenue is recognized as or when we satisfy our performance obligations under the contract. As of March 31, 2023 and December 31, 2022, deferred revenue of $35.4 million and $35.1 million, respectively, was comprised of balances related to our collaboration revenue, product, assay services, and other revenue. As of March 31, 2023 and December 31, 2022, the portion of deferred revenue related to collaboration revenue was $2.1 million and $2.9 million, respectively. As of March 31, 2023, the estimated remaining performance period is 2.0 years. As of March 31, 2023 and December 31, 2022, the portion of deferred revenue related to assay services and other revenue was $2.9 million and $1.8 million, respectively. As of March 31, 2023, the deferred revenue related to assay services and other revenue will be recognized within 12 months. As of March 31, 2023 and December 31, 2022, the deferred product revenue related to the Illumina Agreement amounted to $30.4 million for each period. As of March 31, 2023, the estimated remaining performance obligation period is approximately 8.0 years. A summary of the change in contract liabilities is as follows: (in thousands) March 31, 2023 December 31, 2022 Balance at beginning of period $ 35,115 $ 5,385 Recognition of revenue included in balance at beginning of period (1,228) (2,772) Revenue deferred during the period, net of revenue recognized 1,487 32,502 Balance at end of period $ 35,374 $ 35,115 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combinations On July 25, 2022, we entered into an Agreement and Plan of Merger to acquire 100% of the equity interests in Palamedrix, Inc. ("Palamedrix") (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 we intend to leverage as we develop the next generation of SomaScan® Assay. The Palamedrix Acquisition provides for up to $0.5 million to be paid to the founders contingent upon settlement of pre-acquisition legal matters. It also provides for three potential additional payments of up to $17.5 million to the owners, including non-founder and founder employees, to be settled in cash and/or Common Stock contingent on the achievement of certain net sales milestone targets by the fifth and sixth year anniversary of the closing date of the acquisition (the “Milestone Consideration”). The acquisition closed on August 31, 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. An additional 815,177 shares of Common Stock were issued to Palamedrix employees and founders that were accounted for as post-combination compensation expense. 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. 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 (1,390) Other long-term liabilities (550) Net identifiable assets acquired $ 19,284 Goodwill 10,399 Total consideration transferred $ 29,683 The goodwill is generated from operational synergies and cost savings that we expect 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, we allocated $1.3 million of the total consideration transferred to post-combination compensation expense. The amount is recorded in selling, general and administrative in the condensed consolidated statement of operations and comprehensive loss during the year ended December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets measured at fair value on a recurring basis The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements: As of March 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 22,317 $ — $ — $ 22,317 Level 1 Money market funds 416,192 — — 416,192 Level 1 Total cash and cash equivalents 438,509 — — 438,509 Investments: Commercial paper 42,524 2 (74) 42,452 Level 2 U.S. Treasuries 7,749 — (23) 7,726 Level 2 Corporate bonds 4,475 — (12) 4,463 Level 2 Agency bonds 7,458 — (38) 7,420 Level 2 Total investments 62,206 2 (147) 62,061 Total assets measured at fair value on a recurring basis $ 500,715 $ 2 $ (147) $ 500,570 As of December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 44,045 $ — $ — $ 44,045 Level 1 Money market funds 377,785 — — 377,785 Level 1 Total cash and cash equivalents 421,830 — — 421,830 Investments: Commercial paper 58,794 — (195) 58,599 Level 2 U.S. Treasuries 35,252 — (175) 35,077 Level 2 Corporate bonds 11,782 — (39) 11,743 Level 2 Agency bonds 12,426 — (87) 12,339 Level 2 Total investments 118,254 — (496) 117,758 Total assets measured at fair value on a recurring basis $ 540,084 $ — $ (496) $ 539,588 As of March 31, 2023 and December 31, 2022, we had $0.3 million and $0.5 million, respectively, of accrued interest on investments recorded in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. Our investments consist of money market funds, commercial paper, U.S. Treasuries, corporate bonds, and agency bonds. All of the commercial paper, U.S. Treasuries, corporate bonds and agency bonds are designated as available-for-sale securities and 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. We adopted ASU 2016-13 on January 1, 2023. Under the new guidance, we evaluated our available-for-sale securities with unrealized losses for impairment, considering available evidence, including the extent to which fair value is less than cost, whether an allowance for expected credit loss is required, and adverse factors that could affect the value of the securities. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors are recognized in accumulated other comprehensive loss as a separate component of stockholders’ equity, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in interest and other income, net in the condensed consolidated statements of operations and comprehensive loss. We evaluated the available-for-sale securities as of March 31, 2023 and determined that no available-for-sale securities in an unrealized loss position are arising from credit related reasons. Additionally, we do not intend to sell or believe that it is not more likely than not that we will be required to sell the securities before recovery of the amortized cost bases and have therefore not recorded any allowances for available-for-sale securities in our allowance for expected credit losses as of March 31, 2023. We did not recognize any realized gains or losses for the three months ended March 31, 2023. Subsequent to March 31, 2023, we sold $10.5 million of investments prior to maturity. The realized loss was immaterial. We evaluated our securities for other-than-temporary impairment as of December 31, 2022, and considered the decline in fair value to be primarily attributable to current economic and market conditions and we would not be required to sell the securities before recovery of the amortized cost basis. Based on this analysis, these marketable securities were not considered to be other-than-temporarily impaired as of December 31, 2022. Liabilities measured at fair value on a recurring basis The following table presents information about our liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs we utilized to determine such fair value: (in thousands) March 31, 2023 December 31, 2022 Fair Value Level Warrant liability - public warrants $ 1,656 $ 2,208 Level 1 Warrant liability - private placement warrants 1,504 2,005 Level 2 Earn-out liability — 15 Level 3 Milestone contingent consideration 1,171 1,165 Level 3 Holdback contingent consideration 450 450 Level 3 Total liabilities measured at fair value on a recurring basis $ 4,781 $ 5,843 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. During the three months ended March 31, 2023, the earn-out liability was determined to be immaterial and was fully written off. 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: December 31, 2022 Stock price on valuation date $ 2.51 Volatility 78.10 % Risk-free rate 4.75 % 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, 2022 $ 15 Change in fair value of earn-out liability (15) Balance as of March 31, 2023 $ — Milestone Contingent Consideration 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 within Level 3 of the fair value hierarchy were as follows: March 31, 2023 December 31, 2022 Volatility 35.0 % 35.0 % Risk-free rate 3.6 % 4.0 % Weighted average cost of capital 30.0 % 30.0 % Cost of debt 10.8 % 10.0 % The change in the fair value of the milestone contingent consideration is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2022 $ 1,165 Change in fair value of milestone contingent consideration 6 Balance as of March 31, 2023 $ 1,171 Holdback Contingent Consideration The holdback contingent consideration related to the Palamedrix Acquisition was $0.5 million as of March 31, 2023 and is recorded in other long-term liabilities on the condensed consolidated balance sheets. There was no significant change in fair value between December 31, 2022 and March 31, 2023. 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 within Level 3 of the fair value hierarchy were as follows: March 31, 2023 December 31, 2022 Cost of debt 11.5 % 10.2 % |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | LeasesWe have operating leases for certain office spaces with lease terms ranging from two three asset is included in other long-term assets on the condensed consolidated balance sheets and was $3.4 million and $3.9 million as of March 31, 2023, and December 31, 2022, respectively. 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 Three Months Ended (in thousands) March 31, 2023 March 31, 2022 Operating lease cost $ 591 $ 401 Variable lease cost 378 181 Short-term lease cost 12 11 Total lease cost $ 981 $ 593 Lease Maturities The table below reconciles the undiscounted lease payment maturities to the lease liabilities for our operating leases: (in thousands) March 31, 2023 Remainder of 2023 $ 1,923 2024 1,143 2025 834 2026 143 Total 4,043 Less: amount of lease payments representing interest (115) Present value of future minimum lease payments 3,928 Less: current operating lease liabilities (included in other current liabilities) (2,221) Long-term operating lease liabilities (included in other long-term liabilities) $ 1,707 Supplemental Lease Information Supplemental information related to our operating leases was as follows: March 31, 2023 Weighted average remaining lease term 2.1 years Weighted average discount rate 2.5 % Cash paid for amounts included in the measurement of our operating lease liabilities for the three months ended March 31, 2023 and 2022 was $0.6 million and $0.5 million, respectively. In February 2022, we executed two separate lease agreements (the “Leases”) to lease buildings pending construction that had not yet commenced. Both leases were set to 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 was 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. During the fourth quarter of 2022 the remaining liability was reduced by $1.0 million after the landlord entered into a separate lease with a third party. The remaining $2.5 million liability was paid in January 2023 and the $4.1 million deposit was released in March 2023. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory was comprised of the following: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 19,753 $ 16,710 Work in process 1,535 1,191 Finished goods 748 639 Total inventory $ 22,036 $ 18,540 Inventory (current) $ 15,051 $ 13,897 Non-current inventory $ 6,985 $ 4,643 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other Long-Term Liabilities | Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Accrued compensation $ 6,623 $ 13,897 Accrued restructuring costs 2,139 2,223 Accrued lease termination fee — 2,500 Accrued real estate agent commission — 764 Accrued medical claims 684 663 Other 625 631 Total accrued liabilities $ 10,071 $ 20,678 Other long-term liabilities consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Long-term operating lease liabilities $ 1,707 $ 2,063 Milestone Consideration replacement award liability 1,515 1,261 Milestone Contingent Consideration 1,171 1,165 Holdback Contingent Consideration 450 450 Long-term deferred tax liability 585 585 Total other long-term liabilities $ 5,428 $ 5,524 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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, we enter into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. Our exposure under these agreements is unknown because it involves claims that may be made against us in the future, but that have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Under our amended and restated certificate of incorporation, we are authorized to issue 600,000,000 shares of Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2023, 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 March 31, 2023, 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 2022 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 Earn-Out Shares to service providers in connection with the SPAC Merger, issuance of common stock subject to vesting conditions issued to Palamedrix founder employees, and Milestone Consideration replacement awards of non-founder and founder employees. 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. Effective January 2023, we increased the reserve of Common Stock for issuance under all incentive plans by approximately 9 million shares in accordance with our 2021 Omnibus Incentive Plan. There have been no other significant changes to our equity incentive plans and types of stock-based incentive awards disclosed in our 2022 Form 10-K. Stock-based compensation was recorded in the condensed consolidated statements of operations and comprehensive loss as shown in the following table: Three months ended March 31, (in thousands) 2023 2022 Cost of assay services revenue $ 190 $ 291 Cost of product revenue 10 7 Research and development 1,770 1,732 Selling, general and administrative 5,213 6,641 Total stock-based compensation $ 7,183 $ 8,671 Stock-based compensation will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, modification of awards, employee forfeitures and the timing of the awards. Expense related to each stock option and restricted stock unit (“RSU”) award is recognized on a straight-line basis over the requisite service period of the entire award. The following table summarizes our award activity for stock options and RSUs for the three months ended March 31, 2023: Stock Options (1) RSUs (2) Outstanding as of December 31, 2022 23,541,194 3,084,379 Granted 3,566,250 535,438 Exercised or Issued (111,396) (185,863) Forfeited (2,000,267) (407,240) Expired (62,857) — Outstanding as of March 31, 2023 24,932,924 3,026,714 (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. We also incurred incremental stock-based compensation expense related to option modifications of $1.0 million and $0.1 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Service Provider Earn-Out Shares As of March 31, 2023, 927,924 Service Provider Earn-Outs were outstanding after forfeitures. Upon forfeiture, the forfeited shares will be redistributed to the Old SomaLogic stockholders. The weighted average grant date fair value of the Service Provider Earn-Outs was $7.04 per share, and was recognized as stock-based compensation expense on a straight-line basis over the derived service period of 1.2 years. The assumptions used in valuing the Service Provider Earn-Outs using the Monte Carlo simulation included volatility of 89.8%, risk-free interest rate of 0.10% to 0.11%, and a stock price of $10.63 to $10.67. We recorded nil and $1.8 million in stock-based compensation expense related to the Service Provider Earn-Outs during the three months ended March 31, 2023 and 2022, respectively. As the derived service period has passed, expenses related to the Service Provider Earn-Outs were fully recognized as of December 31, 2022. Replacement Awards Subject to Vesting Conditions |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes There has historically been no federal or state provision for income taxes because we have incurred operating losses and maintain a valuation allowance against our net realizable deferred tax assets in the United States. For the three months ended March 31, 2023 and 2022, we recognized no provision for income taxes in the United States. The provision for foreign income taxes was immaterial for the three months ended March 31, 2023 and 2022. Utilization of our 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands, except share and per share data) 2023 2022 Net loss $ (34,202) $ (3,979) Weighted-average shares outstanding, basic and diluted 186,524,473 182,050,468 Net loss per share, basic and diluted $ (0.18) $ (0.02) During periods in which we incur 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 March 31, 2023 2022 Anti-dilutive shares: Stock options to purchase common stock 24,932,924 23,139,522 Public warrants and private placement warrants 10,533,324 10,533,324 Unvested RSUs 3,026,714 553,193 Replacement awards subject to vesting conditions 1,209,801 — Employee stock purchase plan 79,103 11,304 Total anti-dilutive shares 39,781,866 34,237,343 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesCasdin Partners Master Fund, L.P (“Casdin”), founded by Eli Casdin, a member of our Board of Directors and principal owner of the Company, was a shareholder of Palamedrix. Upon our 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 Milestone Consideration related to the achievement of net sales milestones. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RestructuringOn December 16, 2022, following the completion of a strategic review of our business, we announced a workforce reduction plan (the "Strategic Reorganization") to reduce operating costs and focus on long-term growth opportunities in our life sciences business. Under this Strategic Reorganization, we reduced our workforce by approximately 16%, with a majority of these employees separating in December and the remaining affected employees separating over the next three-month period. Employees who were impacted by the restructuring were eligible to receive severance benefits contingent upon an impacted employee's execution of a separation agreement, which included a general release of claims against us. Certain impacted employees were covered by employment agreements or an existing severance plan that provides termination benefits. Employee severance and benefits are comprised of severance, other termination benefit costs, and non-cash stock-based compensation expense for the extension of the exercise period of vested options. One-time termination benefits were recorded pursuant to ASC 420, Exit or Disposal Cost Obligations, while termination benefits under ongoing benefit arrangements were recorded pursuant to ASC 712, Compensation - Nonretirement Postemployment Benefits. See Note 11, Stock-based Compensation , for additional information about benefits related to the extension of the exercise period of vested options. We recognized restructuring charges of approximately $1.0 million primarily related to one-time termination benefits during the three months ended March 31, 2023. We do not expect to incur additional material employee severance and benefits expense. This reflects our best estimate, which may be revised in subsequent periods as the Strategic Reorganization progresses. The following table outlines the components of the restructuring charges included in the condensed consolidated statement of operations and comprehensive loss: (in thousands) Three Months Ended March 31, 2023 Cost of assay services revenue $ 19 Research and development 243 Selling, general and administrative 779 Total employee severance and benefits $ 1,041 The following table outlines the changes in liabilities associated with our Strategic Reorganization, including restructuring expenses incurred and cash payments for the three months ended March 31, 2023: (in thousands) March 31, 2023 Balance at December 31, 2022 $ 2,223 Accruals 1,016 Payments (1,100) Balance at March 31, 2023 $ 2,139 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 accounting principles generally accepted in the United States (“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, 2022 included in the 2022 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 our condensed consolidated financial position and our 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, 2023 or for any other future annual or interim period. Certain reclassifications have been made to prior period amounts to conform to the current presentation. Revisions of prior period consolidated financial statements Capitalized costs incurred in relation to the development of software under hosting arrangements that are service contracts should be classified as operating activities in the statement of cash flows. We determined that the prior classification of these capitalized costs under purchases of property and equipment, net of proceeds from sales within investing activities in the condensed consolidated statement of cash flows was not material to the prior period condensed consolidated financial statements as a whole. The prior period’s condensed consolidated statement of cash flows has been revised to reflect the proper classification of capitalized costs in the accompanying condensed consolidated financial statements as follows: Three Months Ended March 31, 2022 (in thousands) As Previously Reported Reclassification Revised Operating Activities Cloud computing arrangement expenditures $ — $ (1,795) $ (1,795) Net cash used in operating activities $ (4,120) $ (1,795) $ (5,915) Investing Activities Purchases of property and equipment, net of proceeds from sales (2,159) 1,795 (364) Net cash provided by investing activities $ 5,572 $ 1,795 $ 7,367 Supplemental disclosure of non-cash investing and financing activities: Purchase of property and equipment included in accounts payable $ 905 $ 562 $ 1,467 |
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, net realizable value of inventory, intangible asset valuations, and contingent consideration 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 our 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 us to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. We do not require collateral or other security related to our 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 We account 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 details. Contingent Consideration Contingent consideration arrangements represent a promise to deliver Common Stock and/or cash to former owners of an acquired business after the acquisition if certain specified events occur or conditions are met in the future are classified as liabilities and recognized at fair value at the acquisition date and at each subsequent reporting period. The contingent consideration liabilities contractually due beyond 12 months are recorded in other long-term liabilities on the condensed consolidated balance sheets. Subsequent changes in fair value are recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. See Note 4, Business Combinations , for additional details. |
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses Effective January 1, 2023, we adopted the requirements of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), along with the subsequently issued guidance amending and clarifying various aspects of ASU 2016-13, using the modified retrospective method of adoption. In accordance with that method, the comparative periods’ information continues to be reported under the relevant accounting guidance in effect for that period. For the current period, the standard replaces the existing incurred credit loss model with the current expected credit losses model for financial instruments, including accounts receivable, through a cumulative-effect adjustment to accumulated deficit as of the beginning of the first reporting period in which the guidance is effective. |
Inventory | Inventory Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. We estimate the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. We periodically analyze our inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and record a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying condensed consolidated balance sheets. |
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 during the fourth quarter of the year 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 of identifiable assets acquired and liabilities assumed. Goodwill is not amortized but is tested for impairment on an annual basis during the fourth quarter of the year 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 our goodwill is assigned to our one reporting unit. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsWe evaluate a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. |
Leases | Leases 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 our leases is generally unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. We give consideration to our credit risk, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating our 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 we 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 | We classify the Warrants as liabilities on our condensed consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, we recorded these warrants as long-term liabilities at fair value on the date of the SPAC Merger, 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. See Note 10, Stockholders' Equity , for more information on the Warrants. |
Earn-Out Liability | Earn-Out Liability As a result of the SPAC Merger, 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 of the SPAC Merger (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider (the “Service Provider Earn-Outs”) 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 are recognized as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the SPAC Merger 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. As the issuance of the Service Provider Earn-Outs is contingent on services being provided, they are accounted for in accordance with ASC 718, Compensation - Stock Compensation . See Note 11, Stock-based Compensation , |
Revenue Recognition, Assay Services Revenue and Product Revenue | Revenue Recognition We recognize 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. We recognize revenue when or as control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect 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. Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. We do 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. We expense 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 We generate 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 that assay samples in their own laboratories. Equipment is generally accounted for as a bundle with installation, qualification and training services. Revenue is recognized based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. 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 SomaLogic 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. This agreement includes a clause whereby if there is a material breach of the contract or change in control of SomaLogic, we may be required to pay a fee to terminate the agreement. We 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. We 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 SomaLogic mutually terminated the SAA and concurrently SomaLogic and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the Joint Development & Commercialization Agreement (the “JDCA”), to develop and commercialize SomaScan ® services in Japan. NES agreed to make annual payments of $2.0 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. We 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 our intellectual property. (i) Research and Development Activities We determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. We recognize revenue from these activities based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred, in collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. (ii) Assay Services We determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. We receive 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 We determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. We receive royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. |
Revenue Recognition, Other Revenue | Other Revenue Other revenue includes royalty revenue and revenue received from research grants. We recognize 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. We recognize 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, SomaLogic and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby we provide a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, we receive royalties from NEB for this functional license of intellectual property. In September 2022, SomaLogic 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 recognized for the year ended December 31, 2022. The NEB Agreement also provided a non-exclusive license arrangement for the same proprietary information and know-how under which we are guaranteed fixed minimum royalties of $15.0 million to be received over the next 3 years. We recognized revenue for the guaranteed fixed minimum royalties of $13.2 million for the year ended December 31, 2022, net of a significant financing component of $1.8 million. Any revenue above the guaranteed fixed minimum royalties is recognized in the period in which the subsequent sale or usage has occurred. We have recorded a receivable of $12.8 million as of March 31, 2023, of which $8.7 million is recorded in accounts receivable, net of current portion and $4.1 million is recorded in accounts receivable, net on the condensed consolidated balance sheets. Interest income related to the significant financing component was $0.2 million for the period ended March 31, 2023, and is included in interest income and other, net in the condensed consolidated statements of operations and comprehensive loss. Grant revenue represents funding under cost reimbursement programs or fixed rate arrangements from government agencies and non-profit foundations for qualified research and development activities performed by SomaLogic. We recognize 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 SomaLogic. 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, we 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. We concluded there are two performance obligations: (1) SOMAmer reagents necessary to develop and commercialize NGS based proteomic products, inclusive of the rights to licenses, patents and training to allow for the use of such reagents 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 in the condensed consolidated statements of operations and comprehensive loss: Reagents: Revenue is recognized when control transfers to the customer (i.e., when the SOMAmer reagents are shipped). We 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. We estimated the SSP based on an incremental discount to be provided to the customer adjusted for the likelihood that Illumina will exercise the option. In June 2022, Illumina issued a purchase order that changed the promises 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, we 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. We estimated the SSP based on observable pricing of similar performance obligations. Revenue from the performance obligations is recognized as follows in product revenue in the condensed consolidated statements of operations and comprehensive loss: Equipment Bundle : Revenue is recognized based on the progress made toward achieving the performance obligation utilizing input methods, including costs incurred. Qualification Kits : Revenue is recognized when control transfers to the customer (i.e., when the qualification kits are shipped). Support Services: Revenue is recognized for the support services as the services are provided. We did not recognize any revenue during the three months ended March 31, 2023 or 2022 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 $0.5 million and $4.7 million as of March 31, 2023 and December 31, 2022, respectively. Cash expected to be restricted for greater than twelve months is classified as other long-term assets on the condensed consolidated balance sheets was $0.6 million and $0.8 million as of March 31, 2023 and December 31, 2022 |
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 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. We evaluate 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 income tax benefit (provision) in the condensed consolidated statements of operations and comprehensive loss. |
Segment Information | Segment Information We have one operating segment. Our chief operating decision maker (the “CODM”) role is performed by our Chief Executive Officer. The CODM manages our operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of our 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 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Financial Statements | The prior period’s condensed consolidated statement of cash flows has been revised to reflect the proper classification of capitalized costs in the accompanying condensed consolidated financial statements as follows: Three Months Ended March 31, 2022 (in thousands) As Previously Reported Reclassification Revised Operating Activities Cloud computing arrangement expenditures $ — $ (1,795) $ (1,795) Net cash used in operating activities $ (4,120) $ (1,795) $ (5,915) Investing Activities Purchases of property and equipment, net of proceeds from sales (2,159) 1,795 (364) Net cash provided by investing activities $ 5,572 $ 1,795 $ 7,367 Supplemental disclosure of non-cash investing and financing activities: Purchase of property and equipment included in accounts payable $ 905 $ 562 $ 1,467 |
Schedule of Concentration of Risk | For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Accounts Receivable Revenue March 31, 2023 December 31, 2022 Three months ended March 31, 2023 2022 Customer A 26% 11% 45% 35% Customer B * * 10% * Customer C 38% 51% * 13% * less than 10% |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Accounts receivable $ 35,363 $ 26,441 Less: allowance for expected credit losses (730) (151) Accounts receivable, net $ 34,633 $ 26,290 Accounts receivable, net (current) $ 25,585 $ 17,006 Accounts receivable, net of current portion $ 9,048 $ 9,284 |
Schedule of Allowance for Expected Credit Losses | A rollforward of the allowance for expected credit losses balance for the three months ended March 31, 2023 is as follows: (in thousands) Allowance for doubtful accounts, December 31, 2022 $ (151) Impact of adopting ASU 2016-13 (485) Allowance for expected credit losses, January 1, 2023 (636) Provision for credit losses (94) Write offs, net — Allowance for expected credit losses, March 31, 2023 $ (730) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table provides information about disaggregated revenue by product line: Three Months Ended March 31, (in thousands) 2023 2022 Assay services revenue $ 18,419 $ 18,800 Product revenue 1,186 453 Collaboration revenue 763 763 Other revenue: Royalties — 2,955 Other 11 9 Total other revenue 11 2,964 Total revenue $ 20,379 $ 22,980 |
Summary of Change in Contract Liabilities | A summary of the change in contract liabilities is as follows: (in thousands) March 31, 2023 December 31, 2022 Balance at beginning of period $ 35,115 $ 5,385 Recognition of revenue included in balance at beginning of period (1,228) (2,772) Revenue deferred during the period, net of revenue recognized 1,487 32,502 Balance at end of period $ 35,374 $ 35,115 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (1,390) Other long-term liabilities (550) Net identifiable assets acquired $ 19,284 Goodwill 10,399 Total consideration transferred $ 29,683 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets Measured on Recurring Basis | The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements: As of March 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 22,317 $ — $ — $ 22,317 Level 1 Money market funds 416,192 — — 416,192 Level 1 Total cash and cash equivalents 438,509 — — 438,509 Investments: Commercial paper 42,524 2 (74) 42,452 Level 2 U.S. Treasuries 7,749 — (23) 7,726 Level 2 Corporate bonds 4,475 — (12) 4,463 Level 2 Agency bonds 7,458 — (38) 7,420 Level 2 Total investments 62,206 2 (147) 62,061 Total assets measured at fair value on a recurring basis $ 500,715 $ 2 $ (147) $ 500,570 As of December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Cash and cash equivalents: Cash $ 44,045 $ — $ — $ 44,045 Level 1 Money market funds 377,785 — — 377,785 Level 1 Total cash and cash equivalents 421,830 — — 421,830 Investments: Commercial paper 58,794 — (195) 58,599 Level 2 U.S. Treasuries 35,252 — (175) 35,077 Level 2 Corporate bonds 11,782 — (39) 11,743 Level 2 Agency bonds 12,426 — (87) 12,339 Level 2 Total investments 118,254 — (496) 117,758 Total assets measured at fair value on a recurring basis $ 540,084 $ — $ (496) $ 539,588 |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | The following table presents information about our liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs we utilized to determine such fair value: (in thousands) March 31, 2023 December 31, 2022 Fair Value Level Warrant liability - public warrants $ 1,656 $ 2,208 Level 1 Warrant liability - private placement warrants 1,504 2,005 Level 2 Earn-out liability — 15 Level 3 Milestone contingent consideration 1,171 1,165 Level 3 Holdback contingent consideration 450 450 Level 3 Total liabilities measured at fair value on a recurring basis $ 4,781 $ 5,843 |
Significant Unobservable Inputs Used to Fair Value of Contingent Consideration | 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: December 31, 2022 Stock price on valuation date $ 2.51 Volatility 78.10 % Risk-free rate 4.75 % Dividend yield — % March 31, 2023 December 31, 2022 Volatility 35.0 % 35.0 % Risk-free rate 3.6 % 4.0 % Weighted average cost of capital 30.0 % 30.0 % Cost of debt 10.8 % 10.0 % The significant unobservable inputs used in the scenario-based analysis to measure the holdback contingent consideration that are categorized within Level 3 of the fair value hierarchy were as follows: March 31, 2023 December 31, 2022 Cost of debt 11.5 % 10.2 % |
Reconciliation of Fair Values of Contingent Consideration | The rollforward of the fair value of the earn-out liability is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2022 $ 15 Change in fair value of earn-out liability (15) Balance as of March 31, 2023 $ — The change in the fair value of the milestone contingent consideration is summarized as follows: (in thousands) Fair Value Balance as of December 31, 2022 $ 1,165 Change in fair value of milestone contingent consideration 6 Balance as of March 31, 2023 $ 1,171 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The total lease cost for the period was as follows: Three Months Ended Three Months Ended (in thousands) March 31, 2023 March 31, 2022 Operating lease cost $ 591 $ 401 Variable lease cost 378 181 Short-term lease cost 12 11 Total lease cost $ 981 $ 593 |
Schedule of Lease Maturities | The table below reconciles the undiscounted lease payment maturities to the lease liabilities for our operating leases: (in thousands) March 31, 2023 Remainder of 2023 $ 1,923 2024 1,143 2025 834 2026 143 Total 4,043 Less: amount of lease payments representing interest (115) Present value of future minimum lease payments 3,928 Less: current operating lease liabilities (included in other current liabilities) (2,221) Long-term operating lease liabilities (included in other long-term liabilities) $ 1,707 |
Schedule of Supplemental Lease Information | Supplemental information related to our operating leases was as follows: March 31, 2023 Weighted average remaining lease term 2.1 years Weighted average discount rate 2.5 % |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventory was comprised of the following: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 19,753 $ 16,710 Work in process 1,535 1,191 Finished goods 748 639 Total inventory $ 22,036 $ 18,540 Inventory (current) $ 15,051 $ 13,897 Non-current inventory $ 6,985 $ 4,643 |
Schedule of Noncurrent Inventory | Inventory was comprised of the following: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 19,753 $ 16,710 Work in process 1,535 1,191 Finished goods 748 639 Total inventory $ 22,036 $ 18,540 Inventory (current) $ 15,051 $ 13,897 Non-current inventory $ 6,985 $ 4,643 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Accrued compensation $ 6,623 $ 13,897 Accrued restructuring costs 2,139 2,223 Accrued lease termination fee — 2,500 Accrued real estate agent commission — 764 Accrued medical claims 684 663 Other 625 631 Total accrued liabilities $ 10,071 $ 20,678 |
Long-term Liabilities | Other long-term liabilities consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Long-term operating lease liabilities $ 1,707 $ 2,063 Milestone Consideration replacement award liability 1,515 1,261 Milestone Contingent Consideration 1,171 1,165 Holdback Contingent Consideration 450 450 Long-term deferred tax liability 585 585 Total other long-term liabilities $ 5,428 $ 5,524 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | Stock-based compensation was recorded in the condensed consolidated statements of operations and comprehensive loss as shown in the following table: Three months ended March 31, (in thousands) 2023 2022 Cost of assay services revenue $ 190 $ 291 Cost of product revenue 10 7 Research and development 1,770 1,732 Selling, general and administrative 5,213 6,641 Total stock-based compensation $ 7,183 $ 8,671 |
Summary of Stock Option and RSU Activity | The following table summarizes our award activity for stock options and RSUs for the three months ended March 31, 2023: Stock Options (1) RSUs (2) Outstanding as of December 31, 2022 23,541,194 3,084,379 Granted 3,566,250 535,438 Exercised or Issued (111,396) (185,863) Forfeited (2,000,267) (407,240) Expired (62,857) — Outstanding as of March 31, 2023 24,932,924 3,026,714 (1) The stock options generally vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter. (2) The RSUs vest subject to the satisfaction of service requirements. The grant date fair values of these awards are determined based on the closing price of our Common Stock on the date of grant. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands, except share and per share data) 2023 2022 Net loss $ (34,202) $ (3,979) Weighted-average shares outstanding, basic and diluted 186,524,473 182,050,468 Net loss per share, basic and diluted $ (0.18) $ (0.02) |
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 March 31, 2023 2022 Anti-dilutive shares: Stock options to purchase common stock 24,932,924 23,139,522 Public warrants and private placement warrants 10,533,324 10,533,324 Unvested RSUs 3,026,714 553,193 Replacement awards subject to vesting conditions 1,209,801 — Employee stock purchase plan 79,103 11,304 Total anti-dilutive shares 39,781,866 34,237,343 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table outlines the components of the restructuring charges included in the condensed consolidated statement of operations and comprehensive loss: (in thousands) Three Months Ended March 31, 2023 Cost of assay services revenue $ 19 Research and development 243 Selling, general and administrative 779 Total employee severance and benefits $ 1,041 The following table outlines the changes in liabilities associated with our Strategic Reorganization, including restructuring expenses incurred and cash payments for the three months ended March 31, 2023: (in thousands) March 31, 2023 Balance at December 31, 2022 $ 2,223 Accruals 1,016 Payments (1,100) Balance at March 31, 2023 $ 2,139 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reclassification [Line Items] | ||
Cloud computing arrangement expenditures | $ (620) | $ (1,795) |
Net cash used in operating activities | (43,045) | (5,915) |
Purchases of property and equipment, net of proceeds from sales | (1,262) | (364) |
Net cash provided by investing activities | 55,279 | 7,367 |
Purchase of property and equipment included in accounts payable | $ 634 | 1,467 |
As Previously Reported | ||
Reclassification [Line Items] | ||
Cloud computing arrangement expenditures | 0 | |
Net cash used in operating activities | (4,120) | |
Purchases of property and equipment, net of proceeds from sales | (2,159) | |
Net cash provided by investing activities | 5,572 | |
Purchase of property and equipment included in accounts payable | 905 | |
Reclassification | ||
Reclassification [Line Items] | ||
Cloud computing arrangement expenditures | (1,795) | |
Net cash used in operating activities | (1,795) | |
Purchases of property and equipment, net of proceeds from sales | 1,795 | |
Net cash provided by investing activities | 1,795 | |
Purchase of property and equipment included in accounts payable | $ 562 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 26% | 11% | |
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 45% | 35% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Customer C | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 38% | 51% | |
Customer C | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Sep. 01, 2021 trading_day $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2020 USD ($) | Jul. 31, 2011 USD ($) | Mar. 31, 2023 USD ($) unit segment $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 04, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||
Number of reporting units | unit | 1 | |||||||||
Impairment charges | $ 0 | $ 0 | ||||||||
Goodwill impairment losses | 0 | 0 | ||||||||
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 | ||||||||
Total other revenue | $ 11,000 | 2,964,000 | ||||||||
Royalty term | 3 years | |||||||||
Allowance for doubtful accounts | $ 34,633,000 | $ 26,290,000 | ||||||||
Accounts receivable, net of current portion | 9,048,000 | 9,284,000 | ||||||||
Accounts receivable, net | 25,585,000 | 17,006,000 | ||||||||
Interest income from financing component | 200,000 | |||||||||
Deferred revenue | 35,374,000 | 35,115,000 | $ 5,385,000 | |||||||
Increase (decrease) in transaction price | 259,000 | 29,185,000 | ||||||||
Restricted cash included in prepaid expenses and other current assets | 547,000 | 0 | 4,700,000 | |||||||
Restricted cash included in other long-term assets | $ 625,000 | 4,900,000 | 800,000 | |||||||
Number of operating segments | segment | 1 | |||||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Guaranteed fixed minimum royalties | $ 15,000,000 | |||||||||
Previously Constrained Royalties | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total other revenue | 8,000,000 | |||||||||
Royalties | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total other revenue | $ 0 | $ 2,955,000 | ||||||||
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 | |||||||||
Private Placement Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | |||||||||
CMLS II | Public Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
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 | |||||||||
New England Biolabs, Inc. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Royalty financing component | 1,800,000 | |||||||||
New England Biolabs, Inc. | Royalties | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total other revenue | 13,200,000 | |||||||||
Allowance for doubtful accounts | $ 12,800,000 | |||||||||
Accounts receivable, net of current portion | 8,700,000 | |||||||||
Accounts receivable, net | 4,100,000 | |||||||||
Illumina, Cambridge Ltd. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Deferred revenue | $ 30,400,000 | $ 30,400,000 | $ 30,000,000 | |||||||
Increase (decrease) in transaction price | $ 500,000 | |||||||||
Non-US | Accounts Receivable | Geographic Concentration Risk | ||||||||||
Class of Stock [Line Items] | ||||||||||
Concentration risk, percentage | 41% | 23% | ||||||||
Non-US | Revenue | Geographic Concentration Risk | ||||||||||
Class of Stock [Line Items] | ||||||||||
Concentration risk, percentage | 66% | 44% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 35,363 | $ 26,441 | |
Less: allowance for expected credit losses | (730) | $ (636) | (151) |
Accounts receivable, net | 34,633 | 26,290 | |
Accounts receivable, net | 25,585 | 17,006 | |
Accounts receivable, net of current portion | $ 9,048 | $ 9,284 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Allowance for Expected Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, Beginning balance | $ (151) | |
Provision for credit losses | (94) | $ (133) |
Write offs, net | 0 | |
Allowance for doubtful accounts, Ending balance | (730) | |
Revision of Prior Period, Accounting Standards Update, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, Beginning balance | $ (485) |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Collaboration revenue | $ 763 | $ 763 |
Total other revenue | 11 | 2,964 |
Total revenue | 20,379 | 22,980 |
Assay services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,419 | 18,800 |
Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,186 | 453 |
Royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total other revenue | 0 | 2,955 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11 | 2,964 |
Total other revenue | $ 11 | $ 9 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 04, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | $ 35,374 | $ 35,115 | $ 5,385 | |
Deferred revenue related to collaboration | 2,100 | 2,900 | ||
Illumina, Cambridge Ltd. | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | 30,400 | 30,400 | $ 30,000 | |
Service And Other Revenues | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | $ 2,900 | $ 1,800 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance period | 2 years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Illumina, Cambridge Ltd. | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance period | 8 years |
Revenue - Change in Contract Li
Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||
Balance at beginning of period | $ 35,115 | $ 5,385 |
Recognition of revenue included in balance at beginning of period | (1,228) | (2,772) |
Revenue deferred during the period, net of revenue recognized | 1,487 | 32,502 |
Balance at end of period | $ 35,374 | $ 35,115 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 | Jul. 25, 2022 USD ($) payment $ / shares shares | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Schedule of Reverse Recapitalization [Line Items] | ||||
Number of potential payments | payment | 3 | |||
Milestone contingent consideration | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Contingent consideration liability | $ 1,165 | $ 1,171 | ||
Palamedrix, Inc | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Percentage of voting interest acquired | 100% | |||
Common stock, shares issued (in shares) | shares | 3,215,295 | |||
Share price (in usd per share) | $ / shares | $ 3.68 | |||
Consideration transferred, post-combination compensation expense | $ 1,300 | |||
Palamedrix, Inc | Palamedrix Employees | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 815,177 | |||
Palamedrix, Inc | Founder | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Award requisite service period | 3 years | |||
Palamedrix, Inc | Founder | Milestone contingent consideration | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Vesting period | 3 years | |||
Palamedrix, Inc | Milestone contingent consideration | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Contingent consideration, range of outcomes, high | $ 17,500 | |||
Contingent consideration liability | $ 1,500 | |||
Palamedrix, Inc | Pre-Acquisition Legal Matters | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Contingent consideration, range of outcomes, high | $ 500 |
Business Combination - Consider
Business Combination - Consideration Transferred (Details) - Palamedrix, Inc $ in Thousands | Jul. 25, 2022 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 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,399 | $ 10,399 | |
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 | (1,390) | ||
Other long-term liabilities | (550) | ||
Net identifiable assets acquired | 19,284 | ||
Goodwill | 10,399 | ||
Total consideration transferred | $ 29,683 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 438,509 | $ 421,830 | $ 438,052 |
Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total cash and cash equivalents, amortized cost | 438,509 | ||
Cash and cash equivalents | 438,509 | 421,830 | |
Investments, amortized cost | 118,254 | ||
Investments, gross unrealized gain | 2 | 0 | |
Investments, gross unrealized loss | (147) | (496) | |
Investments, aggregate fair value | 117,758 | ||
Total assets measured at fair value on a recurring basis, amortized cost | 500,715 | 540,084 | |
Total assets measured at fair value on a recurring basis, aggregate fair value | 500,570 | 539,588 | |
Level 1 | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash | 22,317 | 44,045 | |
Money market funds | 416,192 | 377,785 | |
Level 2 | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investments, amortized cost | 62,206 | ||
Investments, gross unrealized gain | 2 | ||
Investments, gross unrealized loss | (147) | ||
Investments, aggregate fair value | 62,061 | ||
Level 2 | Commercial paper | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investments, amortized cost | 42,524 | 58,794 | |
Investments, gross unrealized gain | 2 | 0 | |
Investments, gross unrealized loss | (74) | (195) | |
Investments, aggregate fair value | 42,452 | 58,599 | |
Level 2 | U.S. Treasuries | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investments, amortized cost | 7,749 | 35,252 | |
Investments, gross unrealized gain | 0 | 0 | |
Investments, gross unrealized loss | (23) | (175) | |
Investments, aggregate fair value | 7,726 | 35,077 | |
Level 2 | Corporate bonds | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investments, amortized cost | 4,475 | 11,782 | |
Investments, gross unrealized gain | 0 | 0 | |
Investments, gross unrealized loss | (12) | (39) | |
Investments, aggregate fair value | 4,463 | 11,743 | |
Level 2 | Agency bonds | Fair Value, Recurring | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investments, amortized cost | 7,458 | 12,426 | |
Investments, gross unrealized gain | 0 | 0 | |
Investments, gross unrealized loss | (38) | (87) | |
Investments, aggregate fair value | $ 7,420 | $ 12,339 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
May 11, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Accrued interest | $ 300 | $ 500 | |
Subsequent Event | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Proceeds from sale of debt securities, available-for-sale | $ 10,500 | ||
Milestone contingent consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability | 1,171 | 1,165 | |
Holdback contingent consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability | 450 | $ 450 | |
Holdback contingent consideration | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability | $ 500 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liability | $ 0 | $ 15 |
Milestone contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 1,171 | 1,165 |
Holdback contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 450 | 450 |
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 | 4,781 | 5,843 |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,656 | 2,208 |
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,504 | 2,005 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out liability | 0 | 15 |
Fair Value, Recurring | Level 3 | Milestone contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 1,171 | 1,165 |
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 | $ 450 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities, Inputs and Valuation Techniques (Details) - Level 3 - Fair Value, Recurring | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Stock price on valuation date | Earn-Out Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 2.51 | |
Volatility | Earn-Out Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.7810 | |
Volatility | Milestone contingent consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.350 | 0.350 |
Risk-free rate | Earn-Out Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.0475 | |
Risk-free rate | Milestone contingent consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.036 | 0.040 |
Dividend yield | Earn-Out Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0 | |
Weighted average cost of capital | Milestone contingent consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.300 | 0.300 |
Cost of debt | Milestone contingent consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.108 | 0.100 |
Cost of debt | Holdback contingent consideration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.115 | 0.102 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration Reconciliation (Details) - Contingent Consideration Liability - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | |
Earn-Out Shares | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities, beginning balance | $ 0 | $ 15 | |
Change in fair value of contingent consideration | (15) | ||
Fair value of liabilities, ending balance | $ 0 | 15 | |
Milestone contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities, beginning balance | 1,171 | $ 1,165 | |
Change in fair value of contingent consideration | 6 | ||
Fair value of liabilities, ending balance | $ 1,171 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Aug. 25, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 lease | |
Lessee, Lease, Description [Line Items] | |||||
Right of use asset | $ 3,400 | $ 3,900 | |||
Operating lease payment | 600 | $ 500 | |||
Operating lease, number of contracts | lease | 2 | ||||
Lease deposit | $ 4,100 | ||||
Termination fee | $ 6,000 | ||||
Termination fee paid | 2,500 | ||||
Reduction contingent on new tenant | 1,000 | ||||
Accrued lease termination fee | $ 2,500 | $ 0 | $ 2,500 | ||
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 591 | $ 401 |
Variable lease cost | 378 | 181 |
Short-term lease cost | 12 | 11 |
Total lease cost | $ 981 | $ 593 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 1,923 | |
2024 | 1,143 | |
2025 | 834 | |
2026 | 143 | |
Total | 4,043 | |
Less: amount of lease payments representing interest | (115) | |
Present value of future minimum lease payments | 3,928 | |
Less: current operating lease liabilities (included in other current liabilities) | (2,221) | |
Long-term operating lease liabilities (included in other long-term liabilities) | $ 1,707 | $ 2,063 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Information (Details) | Mar. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term | 2 years 1 month 6 days |
Weighted average discount rate | 2.50% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 19,753 | $ 16,710 |
Work in process | 1,535 | 1,191 |
Finished goods | 748 | 639 |
Total inventory | 22,036 | 18,540 |
Inventory (current) | 15,051 | 13,897 |
Non-current inventory | $ 6,985 | $ 4,643 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long-Term Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 25, 2022 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 6,623 | $ 13,897 | |
Accrued restructuring costs | 2,139 | 2,223 | |
Accrued lease termination fee | 0 | 2,500 | $ 2,500 |
Accrued real estate agent commission | 0 | 764 | |
Accrued medical claims | 684 | 663 | |
Other | 625 | 631 | |
Total accrued liabilities | $ 10,071 | $ 20,678 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Long-Term Liabilities - Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Long-term operating lease liabilities | $ 1,707 | $ 2,063 |
Total other long-term liabilities | 5,428 | 5,524 |
Milestone contingent consideration | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 1,171 | 1,165 |
Long-term deferred tax liability | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Long-term deferred tax liability | 585 | 585 |
Milestone Consideration Replacement Award Liability | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 1,515 | 1,261 |
Holdback contingent consideration | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 450 | $ 450 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | |
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 | ||
Aug. 31, 2022 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental stock-based compensation expense | $ 1,000,000 | $ 100,000 | ||
Share-based payment arrangement, expense | $ 7,183,000 | 8,671,000 | ||
2021 Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Increase in shares reserved for issuance (in shares) | 9,000,000 | |||
Founder | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares outstanding (in shares) | 1,209,801 | |||
Palamedrix, Inc | Founder | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 500,000 | |||
Award requisite service period | 3 years | |||
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) | 927,924 | |||
Weighted-average grant date fair value for awards granted (in dollars per share) | $ 7.04 | |||
Compensation expense not yet recognized, weighted average period | 1 year 2 months 12 days | |||
Expected volatility rate | 89.80% | |||
Risk-free interest rate, minimum | 0.10% | |||
Risk-free interest rate, maximum | 0.11% | |||
Share-based payment arrangement, expense | $ 0 | $ 1,800,000 | ||
Earn-Out Shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock price (in dollars per share) | $ 10.63 | |||
Earn-Out Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock price (in dollars per share) | $ 10.67 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 7,183 | $ 8,671 |
Cost of revenue | Cost of assay services revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 190 | 291 |
Cost of revenue | Cost of product revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 10 | 7 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 1,770 | 1,732 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 5,213 | $ 6,641 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option and RSU Activity (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Stock Options | |
Outstanding, beginning balance (in shares) | 23,541,194 |
Granted (in shares) | 3,566,250 |
Exercised or Issued (in shares) | (111,396) |
Forfeited (in shares) | (2,000,267) |
Expired (in shares) | (62,857) |
Outstanding, ending balance (in shares) | 24,932,924 |
Stock Options | |
RSUs | |
Vesting period | 4 years |
Vesting percentage | 25% |
RSUs | |
RSUs | |
Outstanding, beginning balance (in shares) | 3,084,379 |
Granted (in shares) | 535,438 |
Exercised or Issued (in shares) | (185,863) |
Forfeited (in shares) | (407,240) |
Outstanding, ending balance (in shares) | 3,026,714 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (34,202) | $ (3,979) |
Weighted-average shares outstanding used to compute net loss per share, basic (in shares) | 186,524,473 | 182,050,468 |
Weighted-average shares outstanding used to compute net loss per share, diluted (in shares) | 186,524,473 | 182,050,468 |
Net loss per share, basic (in usd per share) | $ (0.18) | $ (0.02) |
Net loss per share, diluted (in usd per share) | $ (0.18) | $ (0.02) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 39,781,866 | 34,237,343 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 24,932,924 | 23,139,522 |
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 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 3,026,714 | 553,193 |
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 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 79,103 | 11,304 |
Related Parties (Details)
Related Parties (Details) - Director $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Cash Paid For Acquisition | |
Class of Stock [Line Items] | |
Consideration transferred to related party | $ 0.8 |
Equity Considered Transfered For Acquistion | |
Class of Stock [Line Items] | |
Consideration transferred to related party | 0.8 |
Long-term deferred tax liability | |
Class of Stock [Line Items] | |
Consideration transferred to related party | $ 0.3 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 16, 2022 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and related cost, workforce percent | 16% | |
Restructuring charges | $ 1,041 |
Restructuring - Restructuring C
Restructuring - Restructuring Charges (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 1,041 |
Cost of assay services revenue | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 19 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 243 |
Selling, general and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 779 |
Restructuring - Changes in Liab
Restructuring - Changes in Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 2,223 |
Accruals | 1,016 |
Payments | (1,100) |
Ending balance | $ 2,139 |