Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Personalis, Inc. | |
Entity Central Index Key | 0001527753 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 45,971,355 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38943 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-5411038 | |
Entity Address, Address Line One | 1330 O’Brien Drive | |
Entity Address, City or Town | Menlo Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | 650 | |
Local Phone Number | 752-1300 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PSNL | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 83,522 | $ 105,585 |
Short-term investments | 109,234 | 181,479 |
Accounts receivable, net | 13,592 | 18,468 |
Inventory and other deferred costs | 7,543 | 5,610 |
Prepaid expenses and other current assets | 8,017 | 7,089 |
Total current assets | 221,908 | 318,231 |
Property and equipment, net | 61,219 | 19,650 |
Operating lease right-of-use assets | 30,045 | 53,822 |
Other long-term assets | 4,689 | 4,825 |
Total assets | 317,861 | 396,528 |
Current liabilities | ||
Accounts payable | 10,784 | 9,221 |
Accrued and other current liabilities | 22,658 | 18,110 |
Contract liabilities | 297 | 3,982 |
Total current liabilities | 33,739 | 31,313 |
Long-term operating lease liabilities | 41,349 | 52,797 |
Other long-term liabilities | 374 | 2,117 |
Total liabilities | 75,462 | 86,227 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value - 200,000,000 shares authorized; 45,955,866 and 44,904,512 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 5 | 4 |
Additional paid-in capital | 573,158 | 557,558 |
Accumulated other comprehensive loss | (1,422) | (166) |
Accumulated deficit | (329,342) | (247,095) |
Total stockholders’ equity | 242,399 | 310,301 |
Total liabilities and stockholders’ equity | $ 317,861 | $ 396,528 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 45,955,866 | 44,904,512 |
Common stock, shares, outstanding | 45,955,866 | 44,904,512 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 14,858 | $ 22,261 | $ 48,325 | $ 64,812 |
Costs and expenses | ||||
Cost of revenue | 12,379 | 14,195 | 37,287 | 41,151 |
Research and development | 14,957 | 13,617 | 48,343 | 34,800 |
Selling, general and administrative | 14,781 | 12,140 | 46,141 | 33,989 |
Total costs and expenses | 42,117 | 39,952 | 131,771 | 109,940 |
Loss from operations | (27,259) | (17,691) | (83,446) | (45,128) |
Interest income | 743 | 88 | 1,236 | 286 |
Interest expense | (45) | (60) | (154) | (125) |
Other income (expense), net | 80 | 5 | 149 | (43) |
Loss before income taxes | (26,481) | (17,658) | (82,215) | (45,010) |
Provision for income taxes | 11 | 12 | 32 | 17 |
Net loss | $ (26,492) | $ (17,670) | $ (82,247) | $ (45,027) |
Net loss per share, basic | $ (0.58) | $ (0.40) | $ (1.81) | $ (1.03) |
Net loss per share, diluted | $ (0.58) | $ (0.40) | $ (1.81) | $ (1.03) |
Weighted-average shares outstanding, basic | 45,921,411 | 44,511,534 | 45,518,334 | 43,579,308 |
Weighted-average shares outstanding, diluted | 45,921,411 | 44,511,534 | 45,518,334 | 43,579,308 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (26,492) | $ (17,670) | $ (82,247) | $ (45,027) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | (215) | (9) | (417) | 12 |
Change in unrealized gain (loss) on available-for-sale debt securities | 57 | 3 | (839) | (22) |
Comprehensive loss | $ (26,650) | $ (17,676) | $ (83,503) | $ (45,037) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 194,945 | $ 4 | $ 376,788 | $ 22 | $ (181,869) |
Beginning balance, shares at Dec. 31, 2020 | 39,105,548 | ||||
Proceeds from follow-on equity offering, net of offering costs | 161,916 | 161,916 | |||
Proceeds from follow-on equity offering, net of offering costs, shares | 4,542,500 | ||||
Proceeds from exercise of stock options | 1,935 | 1,935 | |||
Proceeds from exercise of stock options, shares | 833,676 | ||||
Proceeds from ESPP purchases | 1,191 | 1,191 | |||
Proceeds from ESPP purchases, shares | 57,001 | ||||
Restricted stock units vested, shares | 167,538 | ||||
Stock-based compensation | 10,346 | 10,346 | |||
Foreign currency translation adjustment | 12 | 12 | |||
Unrealized gain (loss) on available-for-sale debt securities | (22) | (22) | |||
Net loss | (45,027) | (45,027) | |||
Ending balance at Sep. 30, 2021 | 325,296 | $ 4 | 552,176 | 12 | (226,896) |
Ending balance, shares at Sep. 30, 2021 | 44,706,263 | ||||
Beginning balance at Jun. 30, 2021 | 338,747 | $ 4 | 547,951 | 18 | (209,226) |
Beginning balance, shares at Jun. 30, 2021 | 44,209,968 | ||||
Proceeds from exercise of stock options | 536 | 536 | |||
Proceeds from exercise of stock options, shares | 448,738 | ||||
Restricted stock units vested, shares | 47,557 | ||||
Stock-based compensation | 3,689 | 3,689 | |||
Foreign currency translation adjustment | (9) | (9) | |||
Unrealized gain (loss) on available-for-sale debt securities | 3 | 3 | |||
Net loss | (17,670) | (17,670) | |||
Ending balance at Sep. 30, 2021 | 325,296 | $ 4 | 552,176 | 12 | (226,896) |
Ending balance, shares at Sep. 30, 2021 | 44,706,263 | ||||
Beginning balance at Dec. 31, 2021 | 310,301 | $ 4 | 557,558 | (166) | (247,095) |
Beginning balance, shares at Dec. 31, 2021 | 44,904,512 | ||||
Proceeds from exercise of stock options | 981 | $ 1 | 980 | ||
Proceeds from exercise of stock options, shares | 475,687 | ||||
Proceeds from ESPP purchases | 974 | 974 | |||
Proceeds from ESPP purchases, shares | 204,775 | ||||
Restricted stock units vested, shares | 370,892 | ||||
Stock-based compensation | 13,646 | 13,646 | |||
Foreign currency translation adjustment | (417) | (417) | |||
Unrealized gain (loss) on available-for-sale debt securities | (839) | (839) | |||
Net loss | (82,247) | (82,247) | |||
Ending balance at Sep. 30, 2022 | 242,399 | $ 5 | 573,158 | (1,422) | (329,342) |
Ending balance, shares at Sep. 30, 2022 | 45,955,866 | ||||
Beginning balance at Jun. 30, 2022 | 264,632 | $ 5 | 568,741 | (1,264) | (302,850) |
Beginning balance, shares at Jun. 30, 2022 | 45,891,458 | ||||
Proceeds from exercise of stock options | 2 | 2 | |||
Proceeds from exercise of stock options, shares | 643 | ||||
Restricted stock units vested, shares | 63,765 | ||||
Stock-based compensation | 4,415 | 4,415 | |||
Foreign currency translation adjustment | (215) | (215) | |||
Unrealized gain (loss) on available-for-sale debt securities | 57 | 57 | |||
Net loss | (26,492) | (26,492) | |||
Ending balance at Sep. 30, 2022 | $ 242,399 | $ 5 | $ 573,158 | $ (1,422) | $ (329,342) |
Ending balance, shares at Sep. 30, 2022 | 45,955,866 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (82,247) | $ (45,027) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 13,646 | 10,346 |
Depreciation and amortization | 5,476 | 4,413 |
Noncash operating lease cost | 3,612 | 1,732 |
Amortization of premium on short-term investments | 365 | 1,554 |
Other | (23) | 111 |
Changes in operating assets and liabilities | ||
Accounts receivable | 4,876 | (4,184) |
Inventory and other deferred costs | (1,935) | 117 |
Prepaid expenses and other assets | (357) | (3,542) |
Accounts payable | (1,073) | (3,530) |
Accrued and other current liabilities | (1,632) | 1,839 |
Contract liabilities | (3,685) | (18,067) |
Operating lease liabilities | 9,928 | (952) |
Other long-term liabilities | (422) | (364) |
Net cash used in operating activities | (53,471) | (55,554) |
Cash flows from investing activities: | ||
Purchases of available-for-sale debt securities | (111,179) | (227,316) |
Proceeds from maturities of available-for-sale debt securities | 182,223 | 129,783 |
Proceeds from sales of available-for-sale debt securities | 5,059 | |
Purchases of property and equipment | (40,358) | (7,506) |
Net cash provided by (used in) investing activities | 30,686 | (99,980) |
Cash flows from financing activities: | ||
Proceeds from public offerings, net of underwriting discounts and commissions | 162,258 | |
Payments of costs related to public offerings | (342) | |
Proceeds from loans | 1,194 | 5,167 |
Repayments of loans | (2,293) | (1,857) |
Proceeds from exercise of equity awards | 1,954 | 3,127 |
Net cash provided by financing activities | 855 | 168,353 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (133) | 18 |
Net change in cash, cash equivalents and restricted cash | (22,063) | 12,837 |
Cash, cash equivalents, and restricted cash, beginning of period | 107,375 | 68,525 |
Cash, cash equivalents and restricted cash, end of period | 85,312 | 81,362 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 83,522 | 79,572 |
Restricted cash, included in other long-term assets | 1,790 | 1,790 |
Total cash, cash equivalents and restricted cash | $ 85,312 | $ 81,362 |
Company and Nature of Business
Company and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. Company and Nature of Business Personalis, Inc. (the “Company”) was incorporated in Delaware on February 21, 2011 and began operations in September 2011. The Company formed a wholly owned subsidiary, Personalis (UK) Ltd., in August 2013 and a wholly owned subsidiary, Shanghai Personalis Biotechnology Co., Ltd., which is referred to as “Personalis (Shanghai) Ltd” herein, in October 2020. The Company is a provider of advanced genetic tests for cancer. The Company also provides sequencing and data analysis services to support population sequencing initiatives. The Company’s genetic tests for cancer are sold primarily to pharmaceutical companies, biopharmaceutical companies, universities, non-profits, and government entities, while services for population sequencing initiatives are sold primarily to government entities. The principal markets for the Company’s services are in the United States and Europe. In June 2020, the Company began partnering with a clinical genomics and life sciences company headquartered in China to expand business operations into China. The Company operates and manages its business as one reportable operating segment, which is the sale of sequencing and data analysis services. The Company has incurred losses to date and expects to incur additional losses for the foreseeable future. The Company continues to invest the majority of its resources in the development and growth of its business, including investments in service and product development and sales and marketing efforts. The Company’s activities have been financed to date primarily through the sale of its equity securities and cash from operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates include, but are not limited to, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of stock-based awards, and provisions for income taxes and contingencies. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. Follow-On and At-the-Market Equity Offerings On January 29, 2021, the Company completed a follow-on equity offering in which it issued and sold 3,950,000 shares of its common stock at a public offering price of $ 38.00 per share. The Company received net proceeds of $ 141.1 million after deducting underwriting discounts and commissions. The underwriters of the offering exercised their option to purchase an additional 592,500 shares shortly thereafter, resulting in additional net proceeds of $ 21.2 million after deducting underwriting discounts and commissions. The Company also incurred $ 0.3 million of offering costs, including legal, accounting, printing and other offering-related costs. On December 30, 2021, the Company entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) under which it may offer and sell its common stock having aggregate sales proceeds of up to $ 100.0 million from time to time through BTIG as its sales agent. BTIG will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. No shares of the Company’s common stock have been offered or sold under the Sales Agreement. Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to credit risk from its portfolio of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy are as follows: preservation of principal; liquidity of investments sufficient to meet cash flow requirements; avoidance of inappropriate concentration and credit risk; competitive after‑tax rate of returns; and fiduciary control of cash and investments. Under its investment policy, the Company limits the amounts invested in such securities by credit rating, maturity, investment type, and issuer. As a result, management believes that these financial instruments do not expose the Company to any significant concentrations of credit risk. The Company purchases various reagents and sequencing materials from sole source suppliers. Any extended interruption in the supply of these materials could result in the Company’s inability to secure sufficient materials to conduct business and meet customer demand. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company maintains an allowance for doubtful accounts, which was $ 0.1 million as of September 30, 2022 and December 31, 2021. The Company had no bad debt expense for the periods presented. Significant customers are those that represent more than 10% of the Company’s total revenue in each period or accounts receivable balance at each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2022 December 31, 2021 2022 2021 2022 2021 Natera, Inc. 50 % 10 % 38 % * 38 % 39 % U.S. Department of Veterans Affairs Million Veteran Program (the “VA MVP”) * 61 % 16 % 62 % * * Pfizer Inc. * * * * 13 % * AbbVie Inc. * * * * * 18 % Merck & Co., Inc. 20 % * 12 % * 20 % 15 % GSK plc * * * * 10 % * * Less than 10 % of revenue or accounts receivable Revenue Recognition The Company applies the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Revenue Recognition The revenue guidance provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of Topic 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. At contract inception, once a contract is determined to be within the scope of the new revenue standard, the Company assesses whether individual goods or services promised within each contract are distinct and, therefore, represent separate performance obligations. The Company derives revenue from sequencing and data analysis services to support the development of next-generation cancer therapies and to support large-scale genetic research programs. The Company’s contracts are in the form of a combination of signed agreements, statements of work, and/or purchase orders. Under Topic 606, the Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it will be entitled. The sequencing and data analysis services are accounted for as one performance obligation under Topic 606. The Company recognizes revenue from such services at the point in time when control of the test results is transferred to the customer. The Company has elected to exclude all sales and value added taxes from the measurement of the transaction price. Sequencing and data analysis services are based on a fixed price per test. Payment terms and conditions vary by contract and customer. The Company’s standard payment terms are less than 90 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does not exist in any of its arrangements. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services and to provide payment protection for the Company. Practical Expedients and Exemptions As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset the Company otherwise would have recognized is one year or less. Sales commissions are recorded within selling, general and administrative expenses in the condensed consolidated statements of operations. With respect to disclosure of revenue allocated to remaining performance obligations, the Company has elected the optional exemption that allows for the exclusion of contracts with an original expected duration of one year or less. Cost of Revenue Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs. Research and Development Expenses The Company charges research and development costs to expenses as incurred, including lab and automation development costs. The expenses primarily consist of personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits); laboratory supplies and consumables; costs of processing samples for research, product development, collaborations, and studies; depreciation and maintenance on equipment; and allocated facilities and IT costs. Stock-Based Compensation For options granted to employees, non-employees, and directors, stock-based compensation is measured at grant date based on the fair value of the award. The Company determines the grant-date fair value of options using the Black-Scholes option-pricing model, except for certain performance-based awards for which an alternative valuation method may be used. The Company determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant. The grant-date fair value of awards is amortized over the employees’ requisite service period on a straight-line basis, or the non-employees’ vesting period as the goods are received or services rendered. Forfeitures are accounted for as they occur. Additionally, the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) is deemed to be a compensatory plan and therefore is included in stock-based compensation expense. Inputs used in Black-Scholes option-pricing models to measure fair value of options are summarized as follows: Expected Term. The expected term is calculated using the simplified method, which is available if there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The midpoint of the vesting date and the contractual expiration date is used as the expected term under this method. For awards with multiple vesting tranches, the assumed period for each tranche is computed separately and then averaged together to determine the expected term for the award. Expected Volatility. The Company used an average historical stock price volatility of a peer group of publicly traded companies to be representative of its expected future stock price volatility, as the Company did not have sufficient trading history for its common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of a stock award. Expected Dividend Rate. The Company has no t paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero . Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. Cash equivalents also include commercial paper and U.S. Treasury bills, which are marketable debt securities recorded at fair value and accounted for in the same manner as other marketable debt securities described below. Short-term Investments The Company’s investments in marketable debt securities are classified as available-for-sale and recorded at fair value. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Short-term investments primarily consist of U.S. agency bonds, commercial paper, corporate bonds, asset-backed securities, U.S. Treasury bills, and non-U.S. Government notes. Unrealized gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Any discount or premium arising at purchase is accreted or amortized to interest income or expense. Realized gains and losses and declines in fair value, if any, judged to be other than temporary are reported in other income (expense), net. When securities are sold, any associated unrealized gain or loss initially recorded as a separate component of stockholders’ equity is reclassified out of stockholders’ equity on a specific-identification basis and recorded in earnings for the period. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques used to measure fair value is briefly summarized as follows: Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • Quoted prices for similar assets and liabilities in active markets. • Quoted prices for identical or similar assets or liabilities in markets that are not active. • Observable inputs other than quoted prices that are used in the valuation of the asset or liability (e.g., interest rate and yield curve quotes at commonly quoted intervals). • Inputs that are derived principally from or are corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Inventory and Other Deferred Costs Inventory, consisting of supplies used in the Company’s genomic analysis contracts, are valued at the lower of cost or net realizable value. Cost is determined using actual costs, on a first-in, first-out basis. Other deferred costs relate to work in process for costs incurred on genomic analysis contracts that have not been completed or recognized as revenue. Other deferred costs represent materials used in sequencing services, labor, and overhead allocations. Leases The Company categorizes leases with contractual terms longer than 12 months as either operating or finance leases. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. As of September 30, 2022, the Company had no finance leases. Certain lease contracts include obligations to pay for other services, such as maintenance. The Company elected to account for these other services as a component of the lease (i.e., the Company elected the practical expedient not to separate lease and non-lease components). Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate at the lease commencement date, adjusted for various factors including level of collateralization and term (the “incremental borrowing rate”), unless the rate implicit in the lease is readily determinable. The current portion of lease liabilities is included in “Accrued and other current liabilities.” Lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments. Lease assets are presented as “Operating lease right-of-use assets” as a long-term asset. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from leases with a term of 12 months or less. Fixed lease payments are recognized as an expense on a straight-line basis over the lease term. Variable lease costs are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company has also elected to include expenses related to leases with a term of one month or less in the short-term lease cost disclosure. Recent Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The accounting update also made minor changes to the impairment model for available-for-sale debt securities. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. The Company will adopt the new guidance in the first quarter of 2023 by means of a cumulative-effect adjustment to opening retained earnings. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 3. Revenue The following table presents revenue disaggregated by customer type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 VA MVP $ — $ 13,650 $ 7,556 $ 40,367 All other customers 14,858 8,611 40,769 24,445 Total revenue $ 14,858 $ 22,261 $ 48,325 $ 64,812 Revenue from countries outside of the United States, based on the billing addresses of customers, represented approximately 6 % of the Company’s revenue for the three months ended September 30, 2022 and 2021, and approximately 10 % and 7 % for the nine months ended September 30, 2022 and 2021, respectively. Contract Assets and Liabilities Contract assets as of September 30, 2022 and December 31, 2021 were immaterial. Amounts collected in advance of services being provided are deferred as current liabilities in the condensed consolidated balance sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. The balance of contract liabilities was $ 0.3 million and $ 4.0 million as of September 30, 2022 and December 31, 2021, respectively. Revenue recognized for the three months ended September 30, 2022 and 2021 that were included in the contract liability balance at the beginning of each reporting period were $ 0.2 million and $ 9.7 million, respectively. Revenue recognized for the nine months ended September 30, 2022 and 2021 that were included in the contract liability balance at the beginning of each period were $ 3.7 million and $ 19.1 million, respectively. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Note 4. Balance Sheet Details Inventory and other deferred costs consist of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 5,864 $ 4,081 Other deferred costs 1,679 1,529 Total inventory and other deferred costs $ 7,543 $ 5,610 Property and equipment. Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 was $ 1.9 million and $ 1.5 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $ 5.5 million and $ 4.4 million, respectively. Accumulated depreciation and amortization was $ 24.3 million and $ 19.0 million as of September 30, 2022 and December 31, 2021, respectively. Restricted cash. The Company’s restricted cash is pledged as collateral for a standby letter of credit related to a property lease. The balance of restricted cash was $ 1.8 million as of September 30, 2022 and December 31, 2021, and is included in other long-term assets. Accrued and other current liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 8,907 $ 10,673 Operating lease liabilities 4,934 3,728 Accrued liabilities 5,522 883 Loans—current portion (Note 6) 2,178 1,806 Employee ESPP contributions 561 517 Accrued taxes 526 121 Customer deposits 30 382 Total accrued and other current liabilities $ 22,658 $ 18,110 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The following tables show the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,402 $ — $ — 6,402 Money market funds 40,271 — — 40,271 Level 1 Commercial paper 36,855 — ( 6 ) 36,849 Level 2 Total cash and cash equivalents 83,528 — ( 6 ) 83,522 Short-term investments: Commercial paper 20,207 — ( 44 ) 20,163 Level 2 U.S. agency securities 14,444 — ( 160 ) 14,284 Level 2 U.S. government securities 75,631 — ( 844 ) 74,787 Level 2 Total short-term investments 110,282 — ( 1,048 ) 109,234 Total assets measured at fair value $ 193,810 $ — $ ( 1,054 ) $ 192,756 December 31, 2021 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,094 $ — $ — $ 6,094 Money market funds 49,488 — — 49,488 Level 1 Commercial paper 50,005 — ( 2 ) 50,003 Level 2 Total cash and cash equivalents 105,587 — ( 2 ) 105,585 Short-term investments: Asset-backed securities 75,787 — ( 154 ) 75,633 Level 2 Commercial paper 18,068 — ( 2 ) 18,066 Level 2 Corporate debt securities 18,059 — ( 7 ) 18,052 Level 2 U.S. agency securities 19,738 — ( 35 ) 19,703 Level 2 U.S. government securities 50,040 — ( 15 ) 50,025 Level 2 Total short-term investments 181,692 — ( 213 ) 181,479 Total assets measured at fair value $ 287,279 $ — $ ( 215 ) $ 287,064 Realized gains or losses on marketable debt securities are immaterial for the periods presented. No security has been in an unrealized loss position for 12 months or greater, except for a limited number of securities with insignificant combined unrealized losses. The Company has the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery. As of September 30, 2022, the Company does not consider any of its marketable debt securities to be other-than-temporarily impaired. The Company’s marketable debt securities at September 30, 2022 have maturities due in one year or less. |
Loans
Loans | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loans | 6. Loans Equipment and Software Loans In April 2021, the Company entered into a payment agreement with a financing entity to finance the purchase of $ 2.4 million of internal use software licenses and related software maintenance from a vendor. The financing entity and vendor are not related. The Company is obligated to repay the financed amount in three equal payments of $ 0.8 million in May 2021, May 2022, and May 2023. The payment agreement is noninterest bearing and the Company concluded that such interest rate ( zero ) did not represent fair and adequate compensation to the financing entity for the use of the related funds. Accordingly, the Company approximated the rate at which it could obtain financing of a similar nature from other sources at the date of the transaction. The resulting imputed interest rate was 7 % and was used to establish the present value of the payment agreement. The discount is recognized as interest expense in the condensed consolidated statements of operations over the life of the payment agreement. The Company entered into two more payment agreements in April 2021 and July 2022, with the same financing entity, to finance the purchase of $ 3.1 million of computer hardware and related hardware maintenance and $ 1.3 million of internal use software licenses and related ongoing support, respectively. The Company is required to pay three equal payments of $ 1.0 million in July 2021, June 2022, and June 2023 for the first agreement, and three equal payments of $ 0.4 million in September 2022, September 2023, and September 2024 for the second agreement. The nature of these agreements and resulting accounting treatment are the same as the payment agreement described in the preceding paragraph, except our imputed interest rate was 9 % for the July 2022 agreement. The total initial present value of the payment agreements was $ 6.4 million and presented as proceeds from loans in the condensed consolidated statements of cash flows. Such proceeds were used to purchase equipment, software, and related maintenance and are reflected as cash outflows in the investing and operating activities sections in the condensed consolidated statements of cash flows. Repayments are presented as financing cash outflows in the condensed consolidated statements of cash flows. Interest expense for the three months ended September 30, 2022 and 2021 was less than $ 0.1 million. Interest expense for the nine months ended September 30, 2022 and 2021 was $ 0.2 million and $ 0.1 million, respectively. Amounts outstanding under the payment agreements are as follows (in thousands): September 30, 2022 December 31, 2021 Principal $ 2,730 $ 3,714 Less: unamortized discount ( 182 ) ( 220 ) Total carrying amount 2,548 3,494 Less: current portion (included in accrued and other current liabilities) ( 2,178 ) ( 1,806 ) Long-term portion (included in other long-term liabilities) $ 370 $ 1,688 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 7. Leases In 2015, the Company entered into a noncancelable operating lease for approximately 31,280 square feet of space used for its current laboratory and corporate headquarters. In 2020, the lease term was extended through November 30, 2027 and includes an option to extend the term for a period of three years with rent payments equal to fair market rent. The Company determined the extension option is not reasonably certain to be exercised. The lease contains a leasehold improvement incentive and escalating rent payments. In 2021, the Company amended the lease to expand the leased premises by an additional 14,710 square feet of space (the “Expansion Lease”). The Expansion Lease expires on December 31, 2022 and has no option to extend the term . In 2019, the Company entered into a noncancelable three-year operating lease for a co-located data center space. In 2022, the lease term was extended through September 30, 2025 and includes an option to extend the term for a period of three years immediately following the expiration of the term. The Company determined the extension option is not reasonably certain to be exercised. In 2021, the Company entered into a noncancelable operating lease for approximately 100,000 square feet of space in Fremont, California to be used as the Company’s future corporate headquarters and expanded laboratory facility. The lease term is 13.5 years and commenced in October 2022. The Company gained early access to the premises upon entering the lease for the purpose of constructing and installing tenant improvements, for which the landlord has agreed to contribute up to approximately $ 15.5 million, $ 10.4 million of which has been received through September 30, 2022. Such contributions become payable only upon approval by the landlord of applications for payment and are accounted for as lease incentives once the Company has incurred costs and the amounts qualify for reimbursement by the landlord. The lease incentives are then recognized as reductions to lease expense over the remainder of the lease term. The lease expires on March 31, 2036 and includes two options to extend the term for a period of five-years per option with rent payments equal to fair market rent. The Company determined the extension options are not reasonably certain to be exercised. The lease also contains escalating rent payments. Due to delays in the completion of the work necessary for the Company to move into the facility, the lease commencement date was delayed from the original intended date. This change in circumstances during the third quarter of 2022 triggered a reassessment of the lease term and consequently a remeasurement of the lease liability and corresponding adjustment to the carrying amount of the right-of-use asset. The Company also has a noncancelable operating lease for approximately 5,100 square feet of space in Shanghai, China used for its China operations, which expires on June 30, 2024 , as well as various other short-term leases. Components of lease cost were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lease cost Operating lease cost $ 2,121 $ 1,423 $ 6,469 $ 2,844 Short-term lease cost 10 72 47 334 Variable lease cost 357 369 1,003 763 Total lease cost $ 2,488 $ 1,864 $ 7,519 $ 3,941 As of September 30, 2022, the Company’s operating leases had a weighted-average remaining lease term of 11.2 years and a weighted-average discount rate of 10.5 %. The Company’s discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of September 30, 2022 were as follows (in thousands): Amount 2022 (remaining three months) $ 1,078 2023 5,710 2024 7,895 2025 7,808 2026 7,168 2027 and thereafter 55,202 Total future minimum lease payments 84,861 Less: imputed interest ( 38,578 ) Present value of future minimum lease payments 46,283 Less: current portion of operating lease liability ( 4,934 ) Long-term operating lease liabilities $ 41,349 Cash paid for operating lease liabilities, included in cash flows from operating activities in the condensed consolidated statements of cash flows, for the nine months ended September 30, 2022 and 2021, was $ 3.3 million and $ 2.3 million, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the nine months ended September 30, 2022 and 2021 were $ 3.1 million and $ 46.4 million, respectively. Additionally, the remeasurement of the Fremont headquarters lease liability in the third quarter of 2022 resulted in a $ 12.9 million reduction to right-of-use assets. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 8. Stock -Based Compensation Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows: September 30, 2022 Outstanding stock awards 8,737,479 Reserved for future award grants 2,254,563 Reserved for future ESPP 827,618 Total common stock reserved for stock awards 11,819,660 Stock Option Activity A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the nine months ended September 30, 2022 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2021 5,002,419 $ 10.66 6.89 $ 28,308 Options granted 1,109,178 5.41 Options exercised ( 475,687 ) 2.06 Options forfeited or expired ( 196,182 ) 15.82 Balance—September 30, 2022 5,439,728 $ 10.15 7.07 $ 290 Options vested and exercisable as of September 30, 2022 3,205,900 $ 8.50 5.77 $ 290 The weighted-average grant date fair value of options granted was $ 3.50 and $ 12.53 per share for the three months ended September 30, 2022 and 2021, respectively, and $ 3.60 and $ 13.32 per share for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the unrecognized stock-based compensation cost of unvested options was $ 14.8 million, which is expected to be recognized over a weighted-average period of 2.4 years. Valuation of Stock Options The Company estimated the fair value of stock options (excluding performance-based stock options discussed below) using the Black-Scholes option-pricing model. The fair value of stock options is recognized on a straight-line basis over the requisite service periods of the awards. The fair value of stock options was estimated using the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term (in years) 5.77 - 6.08 6.02 - 6.08 5.50 - 6.08 5.50 - 6.27 Volatility 71.79 - 76.35 % 68.81 - 69.31 % 68.37 - 76.35 % 68.06 - 69.90 % Risk-free interest rate 2.84 - 3.63 % 0.86 - 0.96 % 1.62 - 3.63 % 0.62 - 1.06 % Dividend yield – % – % – % – % Performance-Based Stock Option Activity No performance-based stock option activity occurred during the nine months ended September 30, 2022. As of September 30, 2022, performance-based stock options for 421,000 shares with an exercise price of $ 5.10 and a remaining contractual term of 7.46 years remained outstanding. The stock options are fully vested and exercisable and had no intrinsic value as of September 30, 2022. Restricted Stock Units Activity and Valuation A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2022 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2021 1,679,696 $ 16.35 $ 23,969 RSUs granted 1,663,601 5.39 RSUs vested ( 370,892 ) 14.70 1,864 RSUs forfeited ( 95,654 ) 17.00 Balance—September 30, 2022 2,876,751 $ 10.20 $ 8,544 As of September 30, 2022, the unrecognized stock-based compensation cost of unvested RSUs was $ 25.6 million, which is expected to be recognized over a weighted-average period of 2.7 years. ESPP Activity and Valuation During the nine months ended September 30, 2022 and 2021, 204,775 and 57,001 shares of common stock were purchased under the ESPP, respectively. The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions: Three and Nine Months Ended September 30, 2022 2021 Expected term (in years) 0.50 0.49 Volatility 82.35 % 74.88 % Risk-free interest rate 1.49 % 0.04 % Dividend yield –% –% Grant-date fair value per share $ 2.23 $ 8.21 Stock-Based Compensation Expense The following is a summary of stock-based compensation expense by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 1,849 $ 2,008 $ 6,253 $ 6,511 RSUs 2,432 1,425 6,827 3,080 ESPP 134 256 566 755 Total stock-based compensation expense $ 4,415 $ 3,689 $ 13,646 $ 10,346 The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 469 $ 376 $ 1,372 $ 996 Research and development 1,124 1,172 3,784 2,800 Selling, general and administrative 2,822 2,141 8,490 6,550 Total stock-based compensation expense $ 4,415 $ 3,689 $ 13,646 $ 10,346 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Contingencies On August 2, 2022, the Company filed a complaint in the U.S. District Court for the District of Colorado against Foresight Diagnostics Inc. (“Foresight”) for patent infringement. The complaint is based on the Company’s U.S. Patent No. 10,450,611 (the “’611 Patent”), entitled “Personalized Genetic Testing,” our U.S. Patent No. 11,299,783 (the “’783 Patent”), entitled “Methods and Systems For Genetic Analysis,” and our U.S. Patent No. 11,384,394 (the “’394 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘611 Patent was granted on October 22, 2019 and relates to methods for personalized genetic testing by performance of sequencing assays on biological samples. The ‘783 Patent was granted on April 12, 2022 and relates to methods for sample processing and data analysis by performance of sequencing assays on biological samples that can aid in the diagnosis, monitoring, treatment, and prevention of one or more diseases. The ‘394 Patent was granted on July 12, 2022 and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. On August 17, 2022, the Company filed an amended complaint for patent infringement against Foresight. The amended complaint added our U.S. Patent No. 11,408,033 (the “’033 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘033 Patent was granted on August 9, 2022 and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. The Company is seeking remedies including injunctive relief, damages and costs. On October 12, 2022, Foresight filed its answer and counterclaims in the matter, alleging and seeking declaratory judgement that its solid tumor recurrence test does not infringe the Company’s asserted patents and that the claims of our asserted patents are invalid and/or unenforceable. On November 2, 2022, the Company filed its answer to Foresight’s counterclaims. The Company believes the assertions in Foresight's counterclaims are without merit and intends to vigorously defend against these counterclaims. Litigation is inherently unpredictable, and, except for events that have already occurred, it is too early in the foregoing proceedings to predict the outcome of these proceedings, or any impact they may have on us. As such, the estimated financial effect associated with this complaint cannot be made as of the date of filing of this Quarterly Report on Form 10-Q. Litigation is a significant ongoing expense with an uncertain outcome and may in the future be a material expense for us. Management believes this investment is important to protect our intellectual property position, even recognizing the uncertainty of the outcome. The Company is also subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and loss contingencies are reflected in the condensed consolidated financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. Except for the matter described in the first paragraph of this Note 9, as of September 30, 2022, the Company was not involved in any material adverse legal proceedings. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | Note 10. Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed using net loss and the weighted-average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of outstanding in-the-money stock options and common stock warrants, assumed release of outstanding RSUs, and assumed issuance of common stock under the ESPP using the treasury stock method. The Company incurred net losses in the periods presented, and as a result, potential common shares from stock options, common stock warrants, RSUs, and the assumed release of outstanding shares under the ESPP were not included in the diluted shares used to calculate net loss per share, as their inclusion would have been anti-dilutive. The following table sets forth the computation of net loss per common share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ ( 26,492 ) $ ( 17,670 ) $ ( 82,247 ) $ ( 45,027 ) Weighted-average common shares outstanding—basic and diluted 45,921,411 44,511,534 45,518,334 43,579,308 Net loss per common share—basic and diluted $ ( 0.58 ) $ ( 0.40 ) $ ( 1.81 ) $ ( 1.03 ) The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 5,860,728 5,383,430 5,860,728 5,383,430 Unvested RSUs 2,876,751 1,081,819 2,876,751 1,081,819 ESPP 117,432 64,132 117,432 64,132 Total 8,854,911 6,529,381 8,854,911 6,529,381 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates include, but are not limited to, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of stock-based awards, and provisions for income taxes and contingencies. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. |
Follow-On and At-the-Market Equity Offerings | Follow-On and At-the-Market Equity Offerings On January 29, 2021, the Company completed a follow-on equity offering in which it issued and sold 3,950,000 shares of its common stock at a public offering price of $ 38.00 per share. The Company received net proceeds of $ 141.1 million after deducting underwriting discounts and commissions. The underwriters of the offering exercised their option to purchase an additional 592,500 shares shortly thereafter, resulting in additional net proceeds of $ 21.2 million after deducting underwriting discounts and commissions. The Company also incurred $ 0.3 million of offering costs, including legal, accounting, printing and other offering-related costs. On December 30, 2021, the Company entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) under which it may offer and sell its common stock having aggregate sales proceeds of up to $ 100.0 million from time to time through BTIG as its sales agent. BTIG will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement. No shares of the Company’s common stock have been offered or sold under the Sales Agreement. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to credit risk from its portfolio of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy are as follows: preservation of principal; liquidity of investments sufficient to meet cash flow requirements; avoidance of inappropriate concentration and credit risk; competitive after‑tax rate of returns; and fiduciary control of cash and investments. Under its investment policy, the Company limits the amounts invested in such securities by credit rating, maturity, investment type, and issuer. As a result, management believes that these financial instruments do not expose the Company to any significant concentrations of credit risk. The Company purchases various reagents and sequencing materials from sole source suppliers. Any extended interruption in the supply of these materials could result in the Company’s inability to secure sufficient materials to conduct business and meet customer demand. The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company maintains an allowance for doubtful accounts, which was $ 0.1 million as of September 30, 2022 and December 31, 2021. The Company had no bad debt expense for the periods presented. Significant customers are those that represent more than 10% of the Company’s total revenue in each period or accounts receivable balance at each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2022 December 31, 2021 2022 2021 2022 2021 Natera, Inc. 50 % 10 % 38 % * 38 % 39 % U.S. Department of Veterans Affairs Million Veteran Program (the “VA MVP”) * 61 % 16 % 62 % * * Pfizer Inc. * * * * 13 % * AbbVie Inc. * * * * * 18 % Merck & Co., Inc. 20 % * 12 % * 20 % 15 % GSK plc * * * * 10 % * * Less than 10 % of revenue or accounts receivable |
Revenue Recognition | Revenue Recognition The Company applies the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Revenue Recognition The revenue guidance provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of Topic 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. At contract inception, once a contract is determined to be within the scope of the new revenue standard, the Company assesses whether individual goods or services promised within each contract are distinct and, therefore, represent separate performance obligations. The Company derives revenue from sequencing and data analysis services to support the development of next-generation cancer therapies and to support large-scale genetic research programs. The Company’s contracts are in the form of a combination of signed agreements, statements of work, and/or purchase orders. Under Topic 606, the Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it will be entitled. The sequencing and data analysis services are accounted for as one performance obligation under Topic 606. The Company recognizes revenue from such services at the point in time when control of the test results is transferred to the customer. The Company has elected to exclude all sales and value added taxes from the measurement of the transaction price. Sequencing and data analysis services are based on a fixed price per test. Payment terms and conditions vary by contract and customer. The Company’s standard payment terms are less than 90 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does not exist in any of its arrangements. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services and to provide payment protection for the Company. Practical Expedients and Exemptions As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset the Company otherwise would have recognized is one year or less. Sales commissions are recorded within selling, general and administrative expenses in the condensed consolidated statements of operations. With respect to disclosure of revenue allocated to remaining performance obligations, the Company has elected the optional exemption that allows for the exclusion of contracts with an original expected duration of one year or less. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs. |
Research and Development Expenses | Research and Development Expenses The Company charges research and development costs to expenses as incurred, including lab and automation development costs. The expenses primarily consist of personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits); laboratory supplies and consumables; costs of processing samples for research, product development, collaborations, and studies; depreciation and maintenance on equipment; and allocated facilities and IT costs. |
Stock-Based Compensation | Stock-Based Compensation For options granted to employees, non-employees, and directors, stock-based compensation is measured at grant date based on the fair value of the award. The Company determines the grant-date fair value of options using the Black-Scholes option-pricing model, except for certain performance-based awards for which an alternative valuation method may be used. The Company determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant. The grant-date fair value of awards is amortized over the employees’ requisite service period on a straight-line basis, or the non-employees’ vesting period as the goods are received or services rendered. Forfeitures are accounted for as they occur. Additionally, the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) is deemed to be a compensatory plan and therefore is included in stock-based compensation expense. Inputs used in Black-Scholes option-pricing models to measure fair value of options are summarized as follows: Expected Term. The expected term is calculated using the simplified method, which is available if there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The midpoint of the vesting date and the contractual expiration date is used as the expected term under this method. For awards with multiple vesting tranches, the assumed period for each tranche is computed separately and then averaged together to determine the expected term for the award. Expected Volatility. The Company used an average historical stock price volatility of a peer group of publicly traded companies to be representative of its expected future stock price volatility, as the Company did not have sufficient trading history for its common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of a stock award. Expected Dividend Rate. The Company has no t paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero . |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. Cash equivalents also include commercial paper and U.S. Treasury bills, which are marketable debt securities recorded at fair value and accounted for in the same manner as other marketable debt securities described below. |
Short-term Investments | Short-term Investments The Company’s investments in marketable debt securities are classified as available-for-sale and recorded at fair value. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Short-term investments primarily consist of U.S. agency bonds, commercial paper, corporate bonds, asset-backed securities, U.S. Treasury bills, and non-U.S. Government notes. Unrealized gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Any discount or premium arising at purchase is accreted or amortized to interest income or expense. Realized gains and losses and declines in fair value, if any, judged to be other than temporary are reported in other income (expense), net. When securities are sold, any associated unrealized gain or loss initially recorded as a separate component of stockholders’ equity is reclassified out of stockholders’ equity on a specific-identification basis and recorded in earnings for the period. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques used to measure fair value is briefly summarized as follows: Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • Quoted prices for similar assets and liabilities in active markets. • Quoted prices for identical or similar assets or liabilities in markets that are not active. • Observable inputs other than quoted prices that are used in the valuation of the asset or liability (e.g., interest rate and yield curve quotes at commonly quoted intervals). • Inputs that are derived principally from or are corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. |
Inventory and Other Deferred Costs | Inventory and Other Deferred Costs Inventory, consisting of supplies used in the Company’s genomic analysis contracts, are valued at the lower of cost or net realizable value. Cost is determined using actual costs, on a first-in, first-out basis. Other deferred costs relate to work in process for costs incurred on genomic analysis contracts that have not been completed or recognized as revenue. Other deferred costs represent materials used in sequencing services, labor, and overhead allocations. |
Leases | Leases The Company categorizes leases with contractual terms longer than 12 months as either operating or finance leases. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. As of September 30, 2022, the Company had no finance leases. Certain lease contracts include obligations to pay for other services, such as maintenance. The Company elected to account for these other services as a component of the lease (i.e., the Company elected the practical expedient not to separate lease and non-lease components). Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate at the lease commencement date, adjusted for various factors including level of collateralization and term (the “incremental borrowing rate”), unless the rate implicit in the lease is readily determinable. The current portion of lease liabilities is included in “Accrued and other current liabilities.” Lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments. Lease assets are presented as “Operating lease right-of-use assets” as a long-term asset. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from leases with a term of 12 months or less. Fixed lease payments are recognized as an expense on a straight-line basis over the lease term. Variable lease costs are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company has also elected to include expenses related to leases with a term of one month or less in the short-term lease cost disclosure. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The accounting update also made minor changes to the impairment model for available-for-sale debt securities. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. The Company will adopt the new guidance in the first quarter of 2023 by means of a cumulative-effect adjustment to opening retained earnings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Percentage of Revenue and Accounts Receivables from Customers | For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, 2022 December 31, 2021 2022 2021 2022 2021 Natera, Inc. 50 % 10 % 38 % * 38 % 39 % U.S. Department of Veterans Affairs Million Veteran Program (the “VA MVP”) * 61 % 16 % 62 % * * Pfizer Inc. * * * * 13 % * AbbVie Inc. * * * * * 18 % Merck & Co., Inc. 20 % * 12 % * 20 % 15 % GSK plc * * * * 10 % * * Less than 10 % of revenue or accounts receivable |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation Of Revenue [Abstract] | |
Schedule of Revenue Disaggregated by Customer Type | The following table presents revenue disaggregated by customer type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 VA MVP $ — $ 13,650 $ 7,556 $ 40,367 All other customers 14,858 8,611 40,769 24,445 Total revenue $ 14,858 $ 22,261 $ 48,325 $ 64,812 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory and Other Deferred Costs | Inventory and other deferred costs consist of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 5,864 $ 4,081 Other deferred costs 1,679 1,529 Total inventory and other deferred costs $ 7,543 $ 5,610 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 8,907 $ 10,673 Operating lease liabilities 4,934 3,728 Accrued liabilities 5,522 883 Loans—current portion (Note 6) 2,178 1,806 Employee ESPP contributions 561 517 Accrued taxes 526 121 Customer deposits 30 382 Total accrued and other current liabilities $ 22,658 $ 18,110 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements | The following tables show the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,402 $ — $ — 6,402 Money market funds 40,271 — — 40,271 Level 1 Commercial paper 36,855 — ( 6 ) 36,849 Level 2 Total cash and cash equivalents 83,528 — ( 6 ) 83,522 Short-term investments: Commercial paper 20,207 — ( 44 ) 20,163 Level 2 U.S. agency securities 14,444 — ( 160 ) 14,284 Level 2 U.S. government securities 75,631 — ( 844 ) 74,787 Level 2 Total short-term investments 110,282 — ( 1,048 ) 109,234 Total assets measured at fair value $ 193,810 $ — $ ( 1,054 ) $ 192,756 December 31, 2021 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Fair Value Level Assets Cash and cash equivalents: Cash $ 6,094 $ — $ — $ 6,094 Money market funds 49,488 — — 49,488 Level 1 Commercial paper 50,005 — ( 2 ) 50,003 Level 2 Total cash and cash equivalents 105,587 — ( 2 ) 105,585 Short-term investments: Asset-backed securities 75,787 — ( 154 ) 75,633 Level 2 Commercial paper 18,068 — ( 2 ) 18,066 Level 2 Corporate debt securities 18,059 — ( 7 ) 18,052 Level 2 U.S. agency securities 19,738 — ( 35 ) 19,703 Level 2 U.S. government securities 50,040 — ( 15 ) 50,025 Level 2 Total short-term investments 181,692 — ( 213 ) 181,479 Total assets measured at fair value $ 287,279 $ — $ ( 215 ) $ 287,064 |
Loans (Tables)
Loans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Amounts Outstanding | Amounts outstanding under the payment agreements are as follows (in thousands): September 30, 2022 December 31, 2021 Principal $ 2,730 $ 3,714 Less: unamortized discount ( 182 ) ( 220 ) Total carrying amount 2,548 3,494 Less: current portion (included in accrued and other current liabilities) ( 2,178 ) ( 1,806 ) Long-term portion (included in other long-term liabilities) $ 370 $ 1,688 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | Components of lease cost were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lease cost Operating lease cost $ 2,121 $ 1,423 $ 6,469 $ 2,844 Short-term lease cost 10 72 47 334 Variable lease cost 357 369 1,003 763 Total lease cost $ 2,488 $ 1,864 $ 7,519 $ 3,941 |
Schedule of Future Minimum Lease Payments | As of September 30, 2022, the Company’s operating leases had a weighted-average remaining lease term of 11.2 years and a weighted-average discount rate of 10.5 %. The Company’s discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of September 30, 2022 were as follows (in thousands): Amount 2022 (remaining three months) $ 1,078 2023 5,710 2024 7,895 2025 7,808 2026 7,168 2027 and thereafter 55,202 Total future minimum lease payments 84,861 Less: imputed interest ( 38,578 ) Present value of future minimum lease payments 46,283 Less: current portion of operating lease liability ( 4,934 ) Long-term operating lease liabilities $ 41,349 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Shares of Common Stock Reserved for Issuance | Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows: September 30, 2022 Outstanding stock awards 8,737,479 Reserved for future award grants 2,254,563 Reserved for future ESPP 827,618 Total common stock reserved for stock awards 11,819,660 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the nine months ended September 30, 2022 is as follows: Outstanding Options (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Balance—December 31, 2021 5,002,419 $ 10.66 6.89 $ 28,308 Options granted 1,109,178 5.41 Options exercised ( 475,687 ) 2.06 Options forfeited or expired ( 196,182 ) 15.82 Balance—September 30, 2022 5,439,728 $ 10.15 7.07 $ 290 Options vested and exercisable as of September 30, 2022 3,205,900 $ 8.50 5.77 $ 290 |
Summary of Weighted-average Assumptions Used in Determination of Fair Value of Stock Options | The fair value of stock options was estimated using the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected term (in years) 5.77 - 6.08 6.02 - 6.08 5.50 - 6.08 5.50 - 6.27 Volatility 71.79 - 76.35 % 68.81 - 69.31 % 68.37 - 76.35 % 68.06 - 69.90 % Risk-free interest rate 2.84 - 3.63 % 0.86 - 0.96 % 1.62 - 3.63 % 0.62 - 1.06 % Dividend yield – % – % – % – % |
Summary of Restricted Stock Units Activity | A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2022 is as follows: Unvested Restricted Stock Units (in thousands, except share and per share data) Number of Weighted- Aggregate Balance—December 31, 2021 1,679,696 $ 16.35 $ 23,969 RSUs granted 1,663,601 5.39 RSUs vested ( 370,892 ) 14.70 1,864 RSUs forfeited ( 95,654 ) 17.00 Balance—September 30, 2022 2,876,751 $ 10.20 $ 8,544 |
Stock Based Compensation Expense by Award Type and Function | The following is a summary of stock-based compensation expense by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 1,849 $ 2,008 $ 6,253 $ 6,511 RSUs 2,432 1,425 6,827 3,080 ESPP 134 256 566 755 Total stock-based compensation expense $ 4,415 $ 3,689 $ 13,646 $ 10,346 The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 469 $ 376 $ 1,372 $ 996 Research and development 1,124 1,172 3,784 2,800 Selling, general and administrative 2,822 2,141 8,490 6,550 Total stock-based compensation expense $ 4,415 $ 3,689 $ 13,646 $ 10,346 |
2019 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Weighted-average Assumptions Used in Determination of Fair Value of Stock Options | The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions: Three and Nine Months Ended September 30, 2022 2021 Expected term (in years) 0.50 0.49 Volatility 82.35 % 74.88 % Risk-free interest rate 1.49 % 0.04 % Dividend yield –% –% Grant-date fair value per share $ 2.23 $ 8.21 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Common Share | The following table sets forth the computation of net loss per common share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ ( 26,492 ) $ ( 17,670 ) $ ( 82,247 ) $ ( 45,027 ) Weighted-average common shares outstanding—basic and diluted 45,921,411 44,511,534 45,518,334 43,579,308 Net loss per common share—basic and diluted $ ( 0.58 ) $ ( 0.40 ) $ ( 1.81 ) $ ( 1.03 ) |
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share | The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 5,860,728 5,383,430 5,860,728 5,383,430 Unvested RSUs 2,876,751 1,081,819 2,876,751 1,081,819 ESPP 117,432 64,132 117,432 64,132 Total 8,854,911 6,529,381 8,854,911 6,529,381 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 30, 2021 | Jan. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Allowance for doubtful accounts | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Bad debt expense | $ 0 | $ 0 | |||||
Dividend yield | 0% | 0% | 0% | 0% | |||
Dividends | $ 0 | ||||||
Minimum | ASU 2014-09 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Standard payment terms | 90 days | ||||||
Maximum | ASU 2014-09 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Period between payment by customer and transfer of promised services | 1 year | ||||||
Recognition period of incremental costs | 1 year | ||||||
At Market Sales Agreement | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 100,000,000 | ||||||
Commission percentage of sale proceeds from common stock | 3% | ||||||
Follow - On Offering | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of shares issued | 3,950,000 | ||||||
Shares issued price per share | $ 38 | ||||||
Proceeds from Issuance or Sale of Equity | $ 141,100,000 | ||||||
Offering costs incurred | $ 300,000 | ||||||
Over-Allotment Option | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of shares issued | 592,500 | ||||||
Proceeds from Issuance or Sale of Equity | $ 21,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details 1) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Revenue, remaining performance obligation, optional exemption, remaining duration | 1 year |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Details) - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Natera Inc. | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 50% | 10% | 38% | ||
Natera Inc. | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 38% | 39% | |||
U.S. Department of Veterans Affairs Million Veteran Program (the "VA MVP") | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 61% | 16% | 62% | ||
Pfizer Inc. | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 13% | ||||
Merck & Co., Inc. | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 20% | 12% | |||
Merck & Co., Inc. | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 20% | 15% | |||
AbbVie Inc | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 18% | ||||
GSK plc | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable | Minimum | Customer | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration risk percentage | 10% |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 14,858 | $ 22,261 | $ 48,325 | $ 64,812 |
VA MVP | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 0 | 13,650 | 7,556 | 40,367 |
All Other Customers | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 14,858 | $ 8,611 | $ 40,769 | $ 24,445 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract liabilities | $ 0.3 | $ 0.3 | $ 4 | ||
Contract liability, revenue recognized | $ 0.2 | $ 9.7 | $ 3.7 | $ 19.1 | |
Customer Concentration Risk | Revenues | Maximum | Significant Customers | Outside of United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 6% | 6% | 10% | 7% |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventory and Other Deferred Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory And Other Deferred Costs [Abstract] | ||
Raw materials | $ 5,864 | $ 4,081 |
Other deferred costs | 1,679 | 1,529 |
Total inventory and other deferred costs | $ 7,543 | $ 5,610 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||||
Depreciation and amortization expense | $ 1,900 | $ 1,500 | $ 5,476 | $ 4,413 | |
Accumulated depreciation and amortization | 24,300 | 24,300 | $ 19,000 | ||
Restricted cash, included in other long-term assets | $ 1,790 | $ 1,790 | $ 1,790 | $ 1,790 | $ 1,800 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 8,907 | $ 10,673 |
Operating lease liabilities | $ 4,934 | $ 3,728 |
Operating Lease Liability Current Statement Of Financial Position Extensible List | Accounts payable | Accounts payable |
Accrued liabilities | $ 5,522 | $ 883 |
Loans—current portion (Note 6) | 2,178 | 1,806 |
Employee ESPP contributions | 561 | 517 |
Accrued taxes | 526 | 121 |
Customer deposits | 30 | 382 |
Total accrued and other current liabilities | $ 22,658 | $ 18,110 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Assets | |||
Cash and cash equivalents, Adjusted Cost | $ 83,522 | $ 105,585 | $ 79,572 |
Fair Value Measurements Recurring | |||
Assets | |||
Assets, Adjusted Cost | 193,810 | 287,279 | |
Assets, Unrealized Losses | (1,054) | (215) | |
Assets, Fair Value | 192,756 | 287,064 | |
Cash and cash equivalents, Adjusted Cost | 83,528 | 105,587 | |
Cash and cash equivalents, Unrealized Losses | (6) | (2) | |
Cash and cash equivalents, Fair Value | 83,522 | 105,585 | |
Fair Value Measurements Recurring | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 110,282 | 181,692 | |
Investments, Unrealized Losses | (1,048) | (213) | |
Investments, Fair Value | 109,234 | 181,479 | |
Fair Value Measurements Recurring | Cash | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 6,402 | 6,094 | |
Cash and cash equivalents, Fair Value | 6,402 | 6,094 | |
Fair Value Measurements Recurring | Money Market Funds | Level 1 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 40,271 | 49,488 | |
Cash and cash equivalents, Fair Value | 40,271 | 49,488 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | |||
Assets | |||
Cash and cash equivalents, Adjusted Cost | 36,855 | 50,005 | |
Cash and cash equivalents, Unrealized Losses | (6) | (2) | |
Cash and cash equivalents, Fair Value | 36,849 | 50,003 | |
Fair Value Measurements Recurring | Commercial Paper | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 20,207 | 18,068 | |
Investments, Unrealized Losses | (44) | (2) | |
Investments, Fair Value | 20,163 | 18,066 | |
Fair Value Measurements Recurring | U.S. Government Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 75,631 | 50,040 | |
Investments, Unrealized Losses | (844) | (15) | |
Investments, Fair Value | 74,787 | 50,025 | |
Fair Value Measurements Recurring | U.S. Agency Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 14,444 | 19,738 | |
Investments, Unrealized Losses | (160) | (35) | |
Investments, Fair Value | $ 14,284 | 19,703 | |
Fair Value Measurements Recurring | Asset-Backed Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 75,787 | ||
Investments, Unrealized Losses | (154) | ||
Investments, Fair Value | 75,633 | ||
Fair Value Measurements Recurring | Corporate Debt Securities | Level 2 | Short-term Investments | |||
Assets | |||
Investments, Adjusted Cost | 18,059 | ||
Investments, Unrealized Losses | (7) | ||
Investments, Fair Value | $ 18,052 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Sep. 30, 2022 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Unrealized loss position for 12 months or greater on security | $ 0 |
Loans - Additional Information
Loans - Additional Information (Details) - Payment Agreement with Financing Entity | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2022 USD ($) Payment | Apr. 30, 2021 USD ($) Payment | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 2,730,000 | $ 2,730,000 | $ 3,714,000 | ||||
Initial present value of payment agreements | 6,400,000 | 6,400,000 | |||||
Interest expense | $ 200,000 | $ 100,000 | |||||
Maximum | |||||||
Debt Disclosure [Line Items] | |||||||
Interest expense | $ 100,000 | $ 100,000 | |||||
Software | |||||||
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 1,300,000 | $ 2,400,000 | |||||
Number of equal payments | Payment | 3 | 3 | |||||
Noninterest bearing rate | 0% | ||||||
Imputed interest rate | 9% | 7% | |||||
Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Principal amount | $ 3,100,000 | ||||||
Number of equal payments | Payment | 3 | ||||||
Option One | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 800,000 | ||||||
Option Two | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 800,000 | ||||||
May 2023 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 800,000 | ||||||
July 2021 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 1,000,000 | ||||||
June 2022 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 1,000,000 | ||||||
June 2023 | Computer Equipment | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 1,000,000 | ||||||
September 2022 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 400,000 | ||||||
September 2023 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | 400,000 | ||||||
September 2024 | Software | |||||||
Debt Disclosure [Line Items] | |||||||
Payment of debt | $ 400,000 |
Loans - Schedule of Amounts Out
Loans - Schedule of Amounts Outstanding (Details) - Payment Agreement with Financing Entity - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Line Items] | ||
Principal | $ 2,730 | $ 3,714 |
Less: unamortized discount | (182) | (220) |
Total carrying amount | 2,548 | 3,494 |
Less: current portion (included in accrued and other current liabilities) | (2,178) | (1,806) |
Long-term portion (included in other long-term liabilities) | $ 370 | $ 1,688 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | ||||
Sep. 30, 2022 USD ($) ft² | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 USD ($) ft² | Dec. 31, 2015 ft² | |
Lessee Lease Description [Line Items] | ||||||||
Area of office space | ft² | 14,710 | 31,280 | ||||||
Lease expiration date | Dec. 31, 2022 | Nov. 30, 2027 | ||||||
Operating lease, existence of option to extend | false | true | ||||||
Operating lease, option to extend | an option to extend the term for a period of three years | no option to extend the term | ||||||
Operating lease option to extend term | 3 years | |||||||
Operating leases, weighted-average remaining lease term | 11 years 2 months 12 days | 11 years 2 months 12 days | 11 years 2 months 12 days | |||||
Operating leases, weighted-average discount rate | 10.50% | 10.50% | 10.50% | |||||
Cash paid for operating lease liabilities | $ 3.3 | $ 2.3 | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3.1 | $ 46.4 | ||||||
Co-located Data Center Space | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease expiration date | Sep. 30, 2025 | |||||||
Operating lease, existence of option to extend | true | |||||||
Operating lease, option to extend | an option to extend the term for a period of three years | |||||||
Operating lease option to extend term | 3 years | 3 years | 3 years | |||||
Noncancelable operating lease term | 3 years | |||||||
Future Corporate Headquarters and Expanded Laboratory Facility | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Area of office space | ft² | 100,000 | |||||||
Lease expiration date | Mar. 31, 2036 | |||||||
Operating lease, existence of option to extend | true | |||||||
Operating lease, option to extend | two options to extend the term for a period of five-years | |||||||
Operating lease option to extend term | 5 years | |||||||
Lease term | 13 years 6 months | |||||||
Operating lease landlord agreed to contribution amount, approximate | $ 15.5 | |||||||
Operating lease, contribution amount received from landlord | $ 10.4 | |||||||
Decrease in right-of-use assets | $ 12.9 | |||||||
China Operations | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Area of office space | ft² | 5,100 | 5,100 | 5,100 | |||||
Lease expiration date | Jun. 30, 2024 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease cost | ||||
Operating lease cost | $ 2,121 | $ 1,423 | $ 6,469 | $ 2,844 |
Short-term lease cost | 10 | 72 | 47 | 334 |
Variable lease cost | 357 | 369 | 1,003 | 763 |
Total lease cost | $ 2,488 | $ 1,864 | $ 7,519 | $ 3,941 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining three months) | $ 1,078 | |
2023 | 5,710 | |
2024 | 7,895 | |
2025 | 7,808 | |
2026 | 7,168 | |
2027 and thereafter | 55,202 | |
Total future minimum lease payments | 84,861 | |
Less: imputed interest | (38,578) | |
Present value of future minimum lease payments | 46,283 | |
Less: current portion of operating lease liability | (4,934) | $ (3,728) |
Long-term operating lease liabilities | $ 41,349 | $ 52,797 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Shares of Common Stock Reserved for Issuance (Details) | Sep. 30, 2022 shares |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding stock options and awards (in shares) | 8,737,479 |
Reserved for future option and award grants (in shares) | 2,254,563 |
Reserved for future ESPP (in shares) | 827,618 |
Total common stock reserved for stock awards | 11,819,660 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2011 Plan, 2019 Plan and Inducement Plan $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options, Number of Shares, Beginning Balance | shares | 5,002,419 | |
Outstanding Options, Number of Shares, granted | shares | 1,109,178 | |
Outstanding Options, Number of Shares, exercised | shares | (475,687) | |
Outstanding Options, Number of Shares, forfeited or expired | shares | (196,182) | |
Outstanding Options, Number of Shares, Ending Balance | shares | 5,439,728 | 5,002,419 |
Options vested and exercisable, Number of Shares | shares | 3,205,900 | |
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance | $ / shares | $ 10.66 | |
Outstanding Options, Weighted-Average Exercise Price, granted | $ / shares | 5.41 | |
Outstanding Options, Weighted-Average Exercise Price, exercised | $ / shares | 2.06 | |
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired | $ / shares | 15.82 | |
Outstanding Options, Weighted-Average Exercise Price, Ending Balance | $ / shares | 10.15 | $ 10.66 |
Options vested and exercisable, Weighted-Average Exercise Price | $ / shares | $ 8.50 | |
Outstanding Options, Weighted-Average Remaining Contractual Term (in years) | 7 years 25 days | 6 years 10 months 20 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 5 years 9 months 7 days | |
Outstanding Options, Aggregate Intrinsic Value | $ | $ 290 | $ 28,308 |
Options vested and exercisable, Aggregate Intrinsic Value | $ | $ 290 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average grant date fair value of options granted | $ 3.50 | $ 12.53 | $ 3.60 | $ 13.32 |
Unrecognized stock-based compensation cost of unvested options | $ 14.8 | $ 14.8 | ||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 2 years 4 months 24 days | |||
2019 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares purchased | 204,775 | 57,001 | ||
Performance-Based Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based stock option activity, number of shares | 421,000 | 421,000 | ||
Performance-based stock option activity, exercise price | $ 5.10 | $ 5.10 | ||
Performance-based stock option activity, remaining contractual term | 7 years 5 months 15 days | |||
Performance-based stock option activity, Fully vested and exercisable intrinsic value | $ 0 | $ 0 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period | 2 years 8 months 12 days | |||
Unrecognized stock-based compensation cost of unvested RSUs | $ 25.6 | $ 25.6 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Weighted-average Assumptions Used in Determination of Fair Value of Service-Based Stock Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility, minimum | 71.79% | 68.81% | 68.37% | 68.06% |
Volatility, maximum | 76.35% | 69.31% | 76.35% | 69.90% |
Risk-free interest rate, minimum | 2.84% | 0.86% | 1.62% | 0.62% |
Risk-free interest rate, maximum | 3.63% | 0.96% | 3.63% | 1.06% |
Dividend yield | 0% | 0% | 0% | 0% |
2019 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | 5 months 26 days | 6 months | 5 months 26 days |
Volatility | 82.35% | 74.88% | 82.35% | 74.88% |
Risk-free interest rate | 1.49% | 0.04% | 1.49% | 0.04% |
Grant-date fair value per share | $ 2.23 | $ 8.21 | $ 2.23 | $ 8.21 |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 9 months 7 days | 6 years 7 days | 5 years 6 months | 5 years 6 months |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 3 months 7 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - 2019 Plan and Inducement Plan $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested Restricted Stock Units, Number of Shares, Beginning Balance | shares | 1,679,696 | |
Unvested Restricted Stock Units, Number of Shares, granted | shares | 1,663,601 | |
Unvested Restricted Stock Units, Number of Shares, vested | shares | (370,892) | |
Unvested Restricted Stock Units, Number of Shares, forfeited | shares | (95,654) | |
Unvested Restricted Stock Units, Number of Shares, Ending Balance | shares | 2,876,751 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 16.35 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, granted | $ / shares | 5.39 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, vested | $ / shares | 14.70 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, forfeited | $ / shares | 17 | |
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 10.20 | |
Unvested Restricted Stock Units, Aggregate Fair Value | $ | $ 8,544 | $ 23,969 |
Restricted Stock Units, Aggregate Fair Value, vested | $ | $ 1,864 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,415 | $ 3,689 | $ 13,646 | $ 10,346 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,849 | 2,008 | 6,253 | 6,511 |
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,432 | 1,425 | 6,827 | 3,080 |
ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 134 | $ 256 | $ 566 | $ 755 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,415 | $ 3,689 | $ 13,646 | $ 10,346 |
Costs of revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 469 | 376 | 1,372 | 996 |
Research and development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,124 | 1,172 | 3,784 | 2,800 |
Selling, general, and administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,822 | $ 2,141 | $ 8,490 | $ 6,550 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Common Share - Schedule of Computation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (26,492) | $ (17,670) | $ (82,247) | $ (45,027) |
Weighted-average common shares outstanding-basic | 45,921,411 | 44,511,534 | 45,518,334 | 43,579,308 |
Weighted-average common shares outstanding-diluted | 45,921,411 | 44,511,534 | 45,518,334 | 43,579,308 |
Net loss per common share-basic | $ (0.58) | $ (0.40) | $ (1.81) | $ (1.03) |
Net loss per common share-diluted | $ (0.58) | $ (0.40) | $ (1.81) | $ (1.03) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Common Share - Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 8,854,911 | 6,529,381 | 8,854,911 | 6,529,381 |
Options To Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 5,860,728 | 5,383,430 | 5,860,728 | 5,383,430 |
Unvested RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 2,876,751 | 1,081,819 | 2,876,751 | 1,081,819 |
ESPP | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | 117,432 | 64,132 | 117,432 | 64,132 |