Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40606 | ||
Entity Registrant Name | SERA PROGNOSTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-1911522 | ||
Entity Address, Address Line One | 2749 East Parleys Way | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84109 | ||
City Area Code | 801 | ||
Local Phone Number | 990-0520 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | SERA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 39.2 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001534969 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 29,616,781 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 1,405,259 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Salt Lake City, Utah |
Balance Sheets (unaudited)
Balance Sheets (unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 29,878 | $ 58,932 |
Marketable securities | 52,826 | 46,183 |
Accounts receivable | 113 | 27 |
Other receivables | 6,000 | 3,116 |
Prepaid expenses and other current assets | 1,308 | 1,993 |
Total current assets | 90,125 | 110,251 |
Property and equipment, net | 3,059 | 1,773 |
Long-term marketable securities | 21,329 | 34,848 |
Other assets | 1,816 | 157 |
Total assets | 116,329 | 147,029 |
Current liabilities: | ||
Accounts payable | 1,548 | 1,197 |
Accrued and other current liabilities | 4,444 | 3,885 |
Deferred rent, current portion | 0 | 139 |
Finance lease obligation, current portion | 464 | 74 |
Deferred revenue | 9,082 | 3,116 |
Total current liabilities | 15,538 | 8,411 |
Finance lease obligation, net of current portion | 626 | 54 |
Operating lease obligation, net of current portion | 1,222 | 0 |
Total liabilities | 17,386 | 8,465 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 150,000,000 Class A shares authorized; 29,612,687 and 29,368,867 Class A shares issued and outstanding as of December 31, 2022 and 2021, respectively; 1,500,000 Class B shares authorized; 1,405,259 Class B shares issued and outstanding as of December 31, 2022 and 2021. | 3 | 3 |
Additional paid-in capital | 310,575 | 305,212 |
Accumulated other comprehensive loss | (981) | (183) |
Accumulated deficit | (210,654) | (166,468) |
Total stockholders' equity | 98,943 | 138,564 |
Total liabilities and stockholders' equity | $ 116,329 | $ 147,029 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 29,612,687 | 29,368,867 |
Common stock, shares outstanding (in shares) | 29,612,687 | 29,368,867 |
Class B common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Common stock, shares issued (in shares) | 1,405,259 | 1,405,259 |
Common stock, shares outstanding (in shares) | 1,405,259 | 1,405,259 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 268 | $ 82 |
Operating expenses: | ||
Cost of revenue | 193 | 37 |
Research and development | 14,244 | 11,019 |
Selling and marketing | 14,699 | 10,328 |
General and administrative | 16,784 | 14,093 |
Total operating expenses | 45,920 | 35,477 |
Loss from operations | (45,652) | (35,395) |
Interest expense | (61) | (746) |
Other income, net | 1,527 | 1,132 |
Net loss | $ (44,186) | $ (35,009) |
Net loss per share, diluted (in usd per share) | $ (1.43) | $ (2.33) |
Net loss per share, basic (in usd per share) | $ (1.43) | $ (2.33) |
Weighted-average shares of common stock outstanding, diluted (in shares) | 30,943,426 | 15,003,144 |
Weighted-average shares of common stock outstanding, basic (in shares) | 30,943,426 | 15,003,144 |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale debt securities | $ (798) | $ (183) |
Total other comprehensive loss | (798) | (183) |
Comprehensive loss | $ (44,984) | $ (35,192) |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock (Class A and B) | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Senior Convertible Preferred Stock | Junior Convertible Preferred Stock |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,737,440 | 9,819,480 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 50,192 | $ 77,844 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of senior convertible preferred stock, net of issuance costs (in shares) | 8,054,139 | ||||||
Issuance of senior convertible preferred stock, net of issuance costs | $ 98,957 | ||||||
Conversion of preferred stock to common stock (in shares) | (13,791,579) | (9,819,480) | |||||
Conversion of preferred stock to common stock | $ (149,149) | $ (77,844) | |||||
Balance at the ending (in shares) at Dec. 31, 2021 | 0 | 0 | |||||
Balance at the ending at Dec. 31, 2021 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 1,700,625 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ (125,570) | $ 0 | $ 5,889 | $ 0 | $ (131,459) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Fair value of warrants to purchase common stock issued to Series E investor | 1,071 | 1,071 | |||||
Conversion of preferred stock to common stock (in shares) | 4,687,500 | ||||||
Common stock issuance for initial public offering, net of issuance costs | 66,612 | $ 1 | 66,611 | ||||
Conversion of preferred stock to common stock (in shares) | 23,839,389 | ||||||
Conversion of preferred stock to common stock | 226,992 | $ 2 | 226,990 | ||||
Conversion of preferred stock warrants to common stock warrants | 929 | 929 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 524,240 | ||||||
Issuance of common stock upon exercise of stock options | 592 | 592 | |||||
Stock warrant exercises (in shares) | 22,372 | ||||||
Stock-based compensation expense | 3,130 | 3,130 | |||||
Other comprehensive loss | (183) | (183) | |||||
Net loss | (35,009) | (35,009) | |||||
Balance at the ending (in shares) at Dec. 31, 2021 | 30,774,126 | ||||||
Balance at the ending at Dec. 31, 2021 | $ 138,564 | $ 3 | 305,212 | (183) | (166,468) | ||
Balance at the ending (in shares) at Dec. 31, 2022 | 0 | 0 | |||||
Balance at the ending at Dec. 31, 2022 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 243,820 | 243,820 | |||||
Issuance of common stock upon exercise of stock options | $ 308 | 308 | |||||
Stock-based compensation expense | 5,055 | 5,055 | |||||
Other comprehensive loss | (798) | (798) | |||||
Net loss | (44,186) | (44,186) | |||||
Balance at the ending (in shares) at Dec. 31, 2022 | 31,017,946 | ||||||
Balance at the ending at Dec. 31, 2022 | $ 98,943 | $ 3 | $ 310,575 | $ (981) | $ (210,654) |
Statements of Convertible Pre_2
Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - Series E Senior Convertible Preferred Stock $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Issue price per share (in usd per share) | $ / shares | $ 12.46 |
Stock issuance costs | $ | $ 0.1 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (44,186) | $ (35,009) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 756 | 659 |
Stock-based compensation | 5,055 | 3,130 |
Operating Lease, Right-of-Use Asset, Amortization Expense | 462 | 0 |
Non-cash interest expense | 12 | 588 |
Gain on extinguishment of PPP loan | 0 | (1,050) |
Other | (261) | 90 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (86) | (25) |
Other receivables | (2,884) | (3,116) |
Prepaid expenses and other assets | 718 | (1,880) |
Accounts payable | 352 | 603 |
Accrued and other current liabilities | (514) | 1,388 |
Deferred rent | 0 | (130) |
Deferred revenue | 5,966 | 3,116 |
Net cash used in operating activities | (34,610) | (31,636) |
Cash flows from investing activities | ||
Purchases of marketable securities | (48,073) | (82,055) |
Proceeds from maturities and sales of marketable securities | 54,399 | 800 |
Purchases of property and equipment | (791) | (1,304) |
Proceeds from Sale of Property, Plant, and Equipment | 16 | 0 |
Net cash provided by (used in) investing activities | 5,551 | (82,559) |
Cash flows from financing activities | ||
Proceeds allocated to issuance of common stock warrants in connection with Series E | 0 | 1,071 |
Proceeds from initial public offering of common stock, net of issuance costs | 0 | 66,612 |
Proceeds from exercise of stock options | 308 | 592 |
Payment of convertible note payable | 0 | (4,494) |
Payment of loan payable | 0 | (3,100) |
Finance Lease, Principal Payments | (303) | (70) |
Net cash provided by financing activities | 5 | 159,594 |
Net (decrease) increase in cash and cash equivalents | (29,054) | 45,399 |
Cash and cash equivalents at beginning of period | 58,932 | 13,533 |
Cash and cash equivalents at end of period | 29,878 | 58,932 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 48 | 1,188 |
Supplemental disclosure of non-cash investing and financing information | ||
Purchases of property and equipment in accounts payable and accruals | 0 | 154 |
Series E senior convertible preferred stock offering costs prepaid and deferred in prior period and reclassified to Series E senior convertible preferred stock | 0 | 26 |
Series E Senior Convertible Preferred Stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of Series E senior convertible preferred stock, net of issuance costs | $ 0 | $ 98,983 |
Description of Business and Fin
Description of Business and Financial Condition | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Financial Condition | Description of Business and Financial Condition Sera Prognostics, Inc. (the “Company”) is a women’s health company utilizing its proprietary proteomics and bioinformatics platform to discover, develop, and commercialize biomarker tests with an initial focus on improving pregnancy outcomes. The Company was incorporated in the State of Delaware on January 17, 2008 and its operations are located in Salt Lake City, Utah, including a Clinical Laboratory Improvement Amendments (“CLIA”)-certified laboratory. Since its inception, the Company’s activities have consisted of performing research and development, conducting clinical studies, acquiring product rights, raising capital, establishing facilities, and organizing commercial operations to market the PreTRM test. Liquidity and Capital Resources The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $210.7 million as of December 31, 2022. The Company’s management expects the Company to incur significant additional operating losses and negative cash flows for the foreseeable future, principally as a result of the Company’s commercialization activities for the PreTRM test, and to support additional clinical and preclinical trials and anticipated research and development activities. There can be no assurance that the Company will eventually achieve significant revenues or profitability to sustain operations, or if achieved, can sustain either on a continuing basis. If the Company is unable to achieve significant revenues or raise additional funds, when needed, it may not be able to continue the development or commercialization of its diagnostic products and could be required to delay, scale back, or abandon some or all of its development programs and other operations. No assurance can be given that the Company will be successful in raising the required capital on reasonable terms and at the required times, or at all. Any additional equity financing, if available to the Company, may not be available on favorable terms and may be dilutive to current stockholders, and any debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s future operations are highly dependent on a combination of factors, including (i) the successful commercial launch and market acceptance of the PreTRM test; (ii) the success of clinical trials and other research and development programs; (iii) the development of competitive products by other biotechnology and laboratory companies; (iv) the Company’s ability to manage growth of the organization; (v) the Company’s ability to protect its intellectual property, technology, and products; and, ultimately (vi) the timely and successful completion of any additional financing. The principal sources of the Company’s working capital to date have been the proceeds from the sale and issuance of convertible preferred stock and convertible notes, bank loans, and the sale and issuance of Class A common stock in an initial public offering (“IPO”), which was completed in July 2021. See Note 10—Capital Structure for additional details about the IPO. As of December 31, 2022, the Company had aggregate cash, cash equivalents, and available-for-sale securities of approximately $104.0 million. See Note 3—Cash, Cash Equivalents and Marketable Securities. The Company believes that its existing financial resources are sufficient to continue operating activities at least 12 months from the issuance date of these financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates. The Company’s financial statements as of and for the year ended December 31, 2022 reflect the Company’s estimates of the impact of the macroeconomic environment, including the impact of inflation, higher interest rates, and the COVID-19 pandemic. The extent to which these conditions will directly or indirectly impact the Company’s business, results of operations, and financial condition is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates, judgments, and assumptions or a revision of the carrying value of the Company’s assets or liabilities as of the date of this filing. Cash and cash equivalents The Company considers all highly liquid financial instruments with maturities of 90 days or less at the date of purchase to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. As of December 31, 2022 and 2021, cash and cash equivalents consisted of cash, money market funds, and commercial paper. Cash and cash equivalents are stated at fair value. Marketable Securities The Company has classified its marketable securities, all of which are debt securities, as available-for-sale securities. These securities are carried at estimated fair value with any unrealized gains and losses, net of the related tax effect, included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. A decline in the fair value of any available-for-sale security below cost that is deemed other than temporary results in a charge to other income, net. The Company reviews several factors to determine whether a loss is other than temporary. These factors include but are not limited to: (i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the Company, (iii) the length of time a security is in an unrealized loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains bank deposits in accounts at federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institution holding its cash to the extent recorded in the balance sheet. The Company has not experienced any losses on its deposits of cash. The Company’s cash equivalents consist of money market funds and investment grade commercial paper. Marketable securities consist of investments in U.S. government securities, U.S. federal agency securities, investment grade commercial paper, and investment grade corporate securities. The Company’s investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The Company did not experience any credit losses related to its investment portfolio for the years ended December 31, 2022 and 2021. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company capitalizes third-party and relevant internal personnel costs incurred in the application development stage to design and implement the software used for its Laboratory Information Management System (“LIMS”). Depreciation and amortization are computed using the straight-line method over the shorter of estimated useful lives of the assets or the respective lease term. The estimated useful life of each asset category is as follows: Computer equipment 3 years Software 3 years Machinery and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or remaining lease term Amortization expense of assets acquired through finance leases is included in depreciation and amortization expense in the accompanying statements of operations and comprehensive loss. Costs of repairs and maintenance that do not extend the useful life or improve the related assets are expensed as incurred. Costs of major replacements or improvements are capitalized. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating expense. Leases The Company adopted ASU 2016-02, Leases, (“Topic 842”) and its subsequent updates effective January 1, 2022. The Company adopted Topic 842 using a modified retrospective method. As such, comparative periods ending prior to January 1, 2022 are presented in accordance with ASC 840, Leases , and periods ending after January 1, 2022 are presented in accordance with Topic 842. There was no impact to the Company’s accumulated deficit as a result of adopting Topic 842. The Company used the package of practical expedients permitted under Topic 842. As a result, the Company did not reassess its lease population, classifications of existing leases, or initial direct costs of existing leases as of the adoption date. The Company elected to treat leases with lease terms of 12 months or less as short-term leases. No right-of-use assets or lease liabilities are recognized for short-term leases. The Company also elected not to separate lease components from non-lease components for all classes of leased assets except for building leases. The adoption of Topic 842 resulted in a right-of-use asset of $0.5 million related to the Company’s operating lease being recognized in other assets on the balance sheets as of January 1, 2022. A corresponding lease liability of $0.6 million related to the Company’s operating lease was recognized in accrued and other liabilities on the balance sheets as of January 1, 2022. In addition, at January 1, 2022, approximately $0.1 million of lease-related liabilities were removed from deferred rent, current portion as a reduction to the initial operating lease right-of-use asset. As a result of adopting Topic 842, leases classified as capital leases under ASC 840 are now called finance leases. Accordingly, the balance sheet items formerly captioned “Capital lease obligation, current portion” and “Capital lease obligation, net of current portion” will now be captioned “Finance lease obligation, current portion” and “Finance lease obligation, net of current portion”, respectively, beginning in the current period. Amounts in these balance sheet items were capital leases under ASC 840 in periods ending prior to January 1, 2022, while amounts in these balance sheet items are finance leases under ASC 842 in periods ending subsequent to January 1, 2022. The Company’s finance lease right-of-use asset and liability balances were not materially affected by the adoption of Topic 842. Deferred Revenue The Company recognizes deferred revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Deferred revenue is recognized when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before the Company transfers the good or service to the customer. The Company’s deferred revenue balance as of December 31, 2022 and 2021 relates to certain contractual minimum payments received by the Company as part of its commercial collaboration agreements. Deferred revenue is recognized as revenue when the Company delivers PreTRM test results to customers pursuant to its commercial collaboration agreements. Revenue Recognition Revenue is generated from the sale of PreTRM tests. The Company recognizes revenue based on accounting standards applied to determine the measurement of revenue and timing of when it is recognized. The Company applies the following five-step approach as set forth under ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for fulfilling its performance obligation. The Company recognizes revenue upon delivery of test results, which it considers to be the only performance obligation, and allocates all of the transaction price to this performance obligation. In determining the transaction price, which is an estimate of the amount of variable consideration expected to be received, the Company uses the expected value method under ASC 606. The Company considers all reasonably available information to identify various possible consideration amounts and considers the probability of the variable consideration for each scenario. The Company’s estimate of transaction price does not include any estimated amount of variable consideration that is constrained. Significant judgments are required in determining the estimates for each transaction. These estimates include many assumptions, any of which, if incorrect, could result in significant differences between the estimated price and the amount ultimately collected for any given transaction. The Company applies this method consistently to portfolios of similar contracts when estimating the effect of any uncertainty on the amount of variable consideration to which it will be entitled. In the aggregate, across the numerous transactions within each portfolio, these differences can lead to material variances between estimated and actual revenue in any given period. The estimate of revenue is necessarily founded on assumptions of payer behavior such as changes in payer mix, payer collections, current customer contractual requirements, and experience with ultimate collection from third-party payers and patients. Each of these aspects of payer behavior (and various others) can change significantly from quarter to quarter, and the Company currently has limited experience with historical payment patterns. Each of these contributes to the potential variability between estimated transaction price and actual consideration received as discussed above, which is expected to be more pronounced early in the process of commercializing a diagnostic test. In the face of the estimation challenges noted above, the Company makes its best efforts to continually refine its estimates of expected consideration as the Company gains additional experience with collections and historical payment patterns. Accordingly, the Company may update its estimate of the amount of revenue to be recognized for previously delivered tests. Cost of Revenue Cost of revenue reflects the aggregate costs incurred in delivering the proteomic testing results to clinicians and includes expenses for third-party specimen collection and shipping costs, as well as the Company’s lab personnel, materials and supplies, equipment and infrastructure expenses associated with clinical testing, and allocated overhead including rent and equipment depreciation. Costs associated with performing the Company’s tests are recorded as the tests are processed regardless of whether and when revenue is recognized with respect to such tests. Research and Development Expenses The Company expenses all research and development costs as they are incurred. Research and development expenses consist primarily of personnel costs, stock-based compensation charges, clinical trial costs, and third-party contracted services associated with research and development. The Company recognizes expense associated with third-party contracted services based on the completion of activities as specified in the applicable contracts. Costs incurred under contracts with clinical sites are generally accrued as patient encounters occur, consistent with the terms outlined in the associated contract. Upon termination of contracts with third parties, the Company’s obligations are limited to costs incurred or committed to date. As a result, accrued research and development expenses represent the estimated contractual liability to third parties at the reported period. Stock-based Compensation The Company recognizes stock-based compensation for all stock-based awards in accordance with ASC 718, C ompensation-Stock Compensation , which requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company estimates the fair value of share-based awards issued under its employee compensation plans using the Black-Scholes option pricing model. Input assumptions used in calculating the fair value of stock-based awards represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. These input assumptions include the expected term of the awards, the expected common stock price volatility over the term of the awards, risk-free interest rates, and the expected dividend yield. The fair value of the Company’s Class A common stock is determined by using the closing price per share of the Company’s Class A common stock as reported on Nasdaq. The Company uses the simplified calculation of expected life since the Company does not have sufficient historical exercise data to estimate the expected term. Volatility is based on an average of the historical volatility of the Company’s common stock and the volatilities of the common stock of select comparable publicly-traded entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Forfeitures are estimated at the time of grant based on the Company’s historical experience and are adjusted as necessary. The fair value of equity awards is recognized as compensation cost on a straight-line basis by the Company over the employee’s requisite service period (vesting period). All stock-based compensation costs are classified in the statements of operations and comprehensive loss based upon the underlying employee’s role within the Company. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statements of operations and comprehensive loss. Any accrued interest and penalties related to uncertain tax positions will be reflected as a liability in the balance sheets. Retirement Savings Plan The Company sponsors a 401(k) plan that covers all of the Company’s eligible employees. The plan allows employees to make contributions up to a specified percentage of their compensation, subject to statutory limitations. Beginning in the year ended December 31, 2022, the Company transitioned to a safe harbor 401(k) plan. The Company makes safe harbor matching contributions equal to 100% of the first 3% of a plan participant’s eligible compensation, plus 50% of the next 2% of a plan participant’s eligible compensation. The Company may also make an additional discretionary match or profit sharing contribution to the plan. The Company recorded expense related to its 401(k) plan of $0.6 million for the year ended December 31, 2022. The Company did not provide a match for the year ended December 31, 2021. Segments The Company operates as one operating segment, which is developing and commercializing its medical diagnostic products. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for making decisions regarding resource allocation and assessing performance. Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net loss. For the years ended December 31, 2022 and 2021, comprehensive loss includes unrealized losses on the Company’s available-for-sale debt securities. Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options and warrants to purchase common stock are considered to be potentially dilutive securities. For periods in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and are therefore excluded from the calculation of diluted net loss per share. The Company has two classes of common stock and calculates net loss per share using the two-class method. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A and Class B common stock are identical, except with respect to voting and conversion. The undistributed earnings for each period are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same for the years ended December 31, 2022 and 2021. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The objective of the standard is to provide information about expected credit losses on financial instruments at each reporting date and to change how other-than-temporary impairments on investment securities are recorded. The guidance is effective for the Company beginning on January 1, 2023. The Company is currently evaluating the impact the standard may have on its financial statements and related disclosures but does not currently expect the standard will have a material impact. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not, or are not believed by the Company’s management to, have a material impact on the Company’s financial position, results of operations or cash flows. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities The Company has classified its marketable securities as available-for-sale. The Company’s cash, cash equivalents and marketable securities by major security type as of December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 913 $ — $ — $ 913 Money market funds 2,618 — — 2,618 Commercial paper 26,356 — (9) 26,347 Total cash and cash equivalents 29,887 — (9) 29,878 Current marketable securities: Commercial paper 15,219 2 (66) 15,155 Corporate debt securities 507 — (5) 502 U.S. federal agency securities 28,964 — (364) 28,600 U.S. government securities 8,702 — (133) 8,569 Total current marketable securities 53,392 2 (568) 52,826 Long-term marketable securities: U.S. federal agency securities 9,810 — (199) 9,611 U.S. government securities 10,770 — (208) 10,562 Corporate debt securities 1,156 — — 1,156 Total long-term marketable securities 21,736 — (407) 21,329 Total cash, cash equivalents and marketable securities $ 105,015 $ 2 $ (984) $ 104,033 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 70 $ — $ — $ 70 Money market funds 4,021 — — 4,021 Commercial paper 54,843 — (2) 54,841 Total cash and cash equivalents 58,934 — (2) 58,932 Current marketable securities: Commercial paper 39,696 — (24) 39,672 Corporate debt securities 6,515 — (4) 6,511 Total current marketable securities 46,211 — (28) 46,183 Long-term marketable securities: U.S. federal agency securities 25,787 — (112) 25,675 U.S. government securities 8,694 — (38) 8,656 Corporate debt securities 520 — (3) 517 Total long-term marketable securities 35,001 — (153) 34,848 Total cash, cash equivalents and marketable securities $ 140,146 $ — $ (183) $ 139,963 The following table summarizes the Company’s available-for-sale debt securities and cash equivalents with unrealized losses as of December 31, 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands): December 31, 2022 Less than 12 months 12 months or greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Commercial paper $ 40,063 $ (75) $ — $ — $ 40,063 $ (75) Corporate debt securities 1,156 — 502 (5) 1,658 (5) U.S. federal agency securities 12,869 (228) 25,342 (335) 38,211 (563) U.S. government securities 10,562 (208) 8,569 (133) 19,131 (341) Total $ 64,650 $ (511) $ 34,413 $ (473) $ 99,063 $ (984) The Company determined that no available-for-sale securities were other-than-temporarily impaired as of December 31, 2022 and 2021. The Company attributes the declines in the fair value of its available-for-sale securities to normal market and interest rate fluctuations. The declines in fair value are not attributed to declines in credit quality. The Company does not intend to sell investments while they are in an unrealized loss position and does not believe that it is more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. The Company’s marketable securities classified by contractual maturities as of December 31, 2022 were as follows (in thousands): Amortized Cost Fair Value Due within one year $ 53,392 $ 52,826 Due after one year through five years 21,736 21,329 Total $ 75,128 $ 74,155 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table presents the components of property and equipment, net, as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,914 $ 5,033 Computer equipment 1,230 1,212 Leasehold improvements 710 710 Software 1,141 465 Furniture and fixtures 320 320 Total property and equipment 9,315 7,740 Less accumulated depreciation and amortization (6,256) (5,967) Property and equipment, net $ 3,059 $ 1,773 Depreciation and amortization expense was $0.8 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The following table presents the components of accrued and other current liabilities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Accrued compensation $ 2,290 $ 2,498 Accrued vacation 430 460 Accrued 401(k) matching contributions 568 — Operating lease liability, current portion 519 — Other current liabilities 637 927 Total accrued and other current liabilities $ 4,444 $ 3,885 |
Other Income (Expense), net
Other Income (Expense), net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | Other Income, net The following table presents the components of other income, net, for the years ended December 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Interest income $ 456 $ 145 Investment income (loss), net 1,071 (28) Fair value remeasurements — (15) Gain on extinguishment of PPP loan — 1,050 Other gains (losses), net — (20) Other income, net $ 1,527 $ 1,132 |
Loans and Convertible Promissor
Loans and Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Loans and Convertible Promissory Notes | Loans and Convertible Promissory Notes Bank Loan In 2014, through a loan and security agreement with a bank, the Company obtained a term loan for $10.0 million. In March 2021, the Company repaid the outstanding principal of $2.0 million, accrued interest of $6 thousand, and the Final Payment Fee (as defined in that loan and security agreement) of $0.1 million related to this loan. Convertible Promissory Note In February 2019, the Company authorized the issuance of a $6.4 million subordinated convertible promissory note (the “Note”) to a stockholder of the Company, bearing 12% interest and a maturity date of February 26, 2021, to provide liquidity and additional working capital. On February 15, 2021, the maturity date was extended to March 28, 2021. The Note was convertible at the option of the holder into shares of Series D Convertible Preferred Stock at a conversion price equal to 80% of the issuance price of the Series D Convertible Preferred Stock of $9.03 per share. In July 2019, $1.9 million of the $6.4 million Note’s principal and $0.1 million of accrued interest were converted into 277,507 shares of the Company’s Series D Preferred Stock. The conversion feature of the Note met the requirements for separate accounting and was recognized as a liability at the measurement date fair value of $2.4 million, subject to remeasurement to fair value, with any changes in estimated fair value recognized as a component of other income, net. A corresponding discount, which reduced the carrying value of the Note, was also recorded. The unamortized discount was written off in proportion to the partial conversion, with the remaining discount accreted to interest expense until maturity. The Company recognized additional interest expense of $0.1 million from accretion of the discount during the year ended December 31, 2021. On March 24, 2021, the Company repaid the outstanding principal of $4.5 million and accrued interest of $1.1 million related to the Note. Paycheck Protection Loan In April 2020, the Company obtained a $1.1 million loan through a bank under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as amended. The loan’s purpose was to maintain payroll and make rent and utilities payments as specified under the terms of the PPP. Under the PPP, borrowers may apply for loan forgiveness if the funds are used for payroll costs, mortgage interest, rent, and utilities payments over a specified term following receipt of the loan funds. During the term of the agreement, the Company utilized the loan funds for forgivable purposes and applied for forgiveness. In June 2021, the outstanding $1.1 million PPP loan was forgiven and removed from the Company’s balance sheet. As a result of the forgiveness of the PPP loan, a $1.1 million gain on extinguishment was recorded in other income, net for the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 31, 2022 and 2021, the carrying amounts of the Company’s receivables, prepaid and other current assets, accounts payable, and accrued and other current liabilities approximate their fair values, principally due to the short-term nature of the assets and liabilities. The recorded values of the finance leases approximate fair value as the interest rates approximate market interest rates. Money market funds are highly liquid investments and are actively traded. The pricing information on money market funds is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. U.S. government agency bonds, U.S. government bonds, commercial paper, and corporate debt securities are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are as follows: Level 1 inputs are observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly or quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. The following table shows the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of December 31, 2022: Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 2,618 $ — $ — Commercial paper — 26,347 — Marketable securities: Commercial paper — 15,155 — Corporate debt securities — 1,658 — U.S. federal agency securities — 38,211 — U.S. government securities — 19,131 — Total assets $ 2,618 $ 100,502 $ — The following table shows the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of December 31, 2021: Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 4,021 $ — $ — Commercial paper — 54,841 — Marketable securities: Commercial paper — 39,672 — Corporate debt securities — 7,028 — U.S. federal agency securities — 25,675 — U.S. government securities — 8,656 — Total assets $ 4,021 $ 135,872 $ — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In June 2019, the Company entered into a master services agreement with Carelon Research (formerly known as Healthcore, Inc.), a wholly-owned subsidiary of Elevance Health, Inc. (formerly known as Anthem, Inc., “Elevance Health”). This agreement covers a range of research projects, including Carelon Research’s role as a contract research organization for the P rematurity R isk Assessment Combined With Clinical I nterventions for Improving Neonatal outco ME s (“PRIME”) study. The Company paid fees related to this agreement of $2.2 million and $1.8 million for the years ended December 31, 2022 and 2021, respectively. In November 2020, the Company entered into a Laboratory Services Agreement with Elevance Health related to the PRIME study. This agreement provides a contracted rate for certain tests performed pursuant to the study. The Company recognized revenues related to this agreement of $100 thousand and $56 thousand for the years ended December 31, 2022 and 2021, respectively. In February 2021, the Company entered into a commercial collaboration agreement with Elevance Health and its affiliates (the “Commercial Collaboration Agreement”). The Commercial Collaboration Agreement provides defined payment within a defined period for use of the PreTRM test within Elevance Health’s network of covered members. Pursuant to the Commercial Collaboration Agreement, Elevance Health will purchase a certain minimum number of tests for each of the first three years of the term of the agreement. Additionally, Elevance Health agreed to pay a certain minimum amount per year for the first three years of the term of the Commercial Collaboration Agreement. The Company received $3.1 million during the year ended December 31, 2022, which amount related to the minimum payments for the year ended December 31, 2021. As of December 31, 2022, the Company recorded $6.0 million in other receivables related to the minimum payments for the year ended December 31, 2022, which was received in January 2023. Such minimum payments are initially recorded as deferred revenue. Deferred revenue is recognized as revenue when the Company delivers PreTRM test results to Elevance Health patients pursuant to the Commercial Collaboration Agreement. The Company also agreed to develop a sales, marketing, and customer service program, and to provide training and marketing to duly licensed physicians specializing in obstetrics and gynecology or family medicine, or licensed nurse midwives, at the reasonable request of Elevance Health. Elevance Health has been participating in the Company’s PRIME study and at the conclusion of the PRIME study, under the Commercial Collaboration Agreement, the parties agreed to use commercially reasonable efforts to enter into Elevance Health’s standard lab provider agreement. Unless earlier terminated due to breach, the Commercial Collaboration Agreement will remain in effect until the later of (a) the third anniversary of the effective date or (b) the date on which Elevance Health has purchased a fixed number of PreTRM tests as agreed by the parties. The Commercial Collaboration Agreement with Elevance Health is considered to be within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”), as the parties are active participants and exposed to the risks and rewards of the collaborative activity. The Company determined the PreTRM tests to be a performance obligation for which Elevance Health is a customer and a unit of account within the scope of ASC 606. The associated transaction price is based on the contractual minimum number of tests and the agreed upon defined payment amount per test. The transaction price was allocated to this single performance obligation, which will be recognized upon delivery of test results expected to occur over the term of the agreement. All other items promised to Elevance Health are immaterial in the context of the Commercial Collaboration Agreement. There were no material revenues related to the Commercial Collaboration Agreement for the years ended December 31, 2022 and 2021. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Structure | Capital Structure On July 19, 2021, the Company completed its IPO and issued 4,687,500 shares of its Class A common stock at a price of $16.00 per share for net proceeds of approximately $66.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. In connection with the IPO, all shares of convertible preferred stock converted into 22,434,130 shares of Class A common stock and 1,405,259 shares of Class B common stock. Common Stock The Company has two authorized classes of common stock, Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote and shares of Class B common stock are non-voting. Each share of Class B common stock may be converted at any time to one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company is authorized to issue up to 150,000,000 shares of Class A common stock, par value $0.0001 per share and 1,500,000 shares of Class B common stock, par value $0.0001 per share. There were 29,612,687 and 29,368,867 shares of Class A common stock issued and outstanding at December 31, 2022 and 2021, respectively. There were 1,405,259 shares of Class B common stock issued and outstanding at December 31, 2022 and 2021. The following shares of Class A common stock were reserved for future issuance: December 31, 2022 2021 Warrants to purchase Class A common stock 2,775,978 2,788,484 Options to purchase Class A common stock 8,428,441 6,287,126 Class A common stock available for future grants under the 2021 Equity Incentive Plan 1,926,356 3,136,737 Class A common stock available for future grants under the 2021 Employee Stock Purchase Plan 598,777 305,089 Total 13,729,552 12,517,436 Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.0001 per share. There were no preferred shares outstanding at December 31, 2022 and 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans In November 2011, the Company established the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”) and reserved shares of the Company’s common stock for sale and issuance under the 2011 Plan. Options granted under the 2011 Plan generally vest over a four-year period and generally expire ten years from the date of grant. Options are exercisable only to the extent vested. The 2011 Plan terminated in November 2021, and accordingly, no additional shares are available for grant under the 2011 Plan. The 2011 Plan continues to govern outstanding awards granted under the 2011 Plan. The 2021 Equity Incentive Plan (the “2021 Plan”) was established in July 2021. The 2021 Plan provides for the grant of incentive and non-statutory stock options as well as other stock rights to employees, directors and consultants of the Company. Options generally vest over a four-year period and generally expire ten years from the date of grant. Options are exercisable only to the extent vested. The 2021 Plan includes provisions for annual automatic increases to the number of shares of Class A common stock reserved for issuance under the 2021 Plan. In addition, any shares that otherwise would be returned to the 2011 Plan as a result of the expiration or cancellation of stock options may be added to the 2021 Plan. As of December 31, 2022, there were 1,926,356 shares of the Company’s Class A common stock that were available for future grants under the 2021 Plan. The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was established in July 2021. The 2021 ESPP includes provisions for annual automatic increases to the number of shares of Class A common stock reserved for issuance under the 2021 ESPP. As of December 31, 2022, no shares had been granted under the 2021 ESPP and there were 598,777 shares of the Company’s Class A common stock that were available for future grants under the 2021 ESPP. Stock Options Unless otherwise noted, references to “options” in the subsequent disclosures, refers to the combined incentive and non-statutory stock options issued as employee and non-employee stock-based compensation, and authorized under the 2011 Plan and the 2021 Plan. The following table summarizes information about these options granted and outstanding: Number of Weighted- Weighted- Aggregate Intrinsic Value (In Thousands) Outstanding — December 31, 2021 6,287,126 $ 4.36 7.8 $ 20,095 Granted 3,327,510 3.17 Expired (16,354) 0.73 Cancelled (926,021) 7.38 Exercised (243,820) 1.27 Outstanding — December 31, 2022 8,428,441 $ 3.65 7.7 $ 115 Vested and expected to vest at December 31, 2022 8,098,111 $ 3.62 7.6 $ 115 Vested and exercisable at December 31, 2022 4,453,186 $ 3.12 6.7 $ 110 The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $1.92 and $5.64 per share, respectively. The total aggregate intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $0.5 million and $3.3 million, respectively. The total fair value of options vested for the years ended December 31, 2022 and 2021 was $5.8 million and $2.2 million, respectively. The fair values calculated using the Black-Scholes option pricing model were estimated on each grant date using the following assumptions: Year Ended December 31, 2022 2021 Expected volatility 63.7% - 69.1% 59.5% - 67.1% Risk-free interest rate 1.7% - 4.3% 0.8% - 1.6% Expected term (in years) 5.3 - 7.0 5.1 - 10.0 Expected dividend yield — % — % The following table presents the impact of stock-based compensation expense in the statements of operations for the periods indicated (in thousands): Year Ended 2022 2021 Research and development expense $ 1,671 $ 1,046 Sales and marketing expense 590 657 General and administrative expense 2,794 1,427 Total employee stock-based compensation $ 5,055 $ 3,130 At December 31, 2022, there was $9.9 million of unrecognized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 2.4 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Warrants to purchase Class A common stock All outstanding common stock warrants were exercisable immediately when granted. All outstanding common stock warrants are exercisable for shares of Class A common stock. The Company’s common stock warrants outstanding were as follows: Number of Warrants Outstanding as of: Exercise Price December 31, 2022 December 31, 2021 $ 5.20 3,473 15,979 9.03 1,032,404 1,032,404 10.84 1,009,795 1,009,795 12.38 8,083 8,083 20.77 722,223 722,223 2,775,978 2,788,484 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingences | Commitments and Contingencies Leases The Company is the lessee in all of its lease arrangements. The Company did not enter into any leases with related parties during the presented periods. The Company makes assumptions and judgments when assessing contracts for lease components, determining lease classifications, and calculating right-of-use asset and lease liability values. These assumptions and judgments may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate or the Company’s intent to exercise or not exercise options available in lease contracts. The following table shows right-of-use assets and lease liabilities, and the associated financial statement line items as of December 31, 2022 (in thousands): Lease-Related Assets and Liabilities Financial Statement Line Items December 31, 2022 Right-of-use assets: Operating leases Other assets $ 1,707 Finance leases Property and equipment, net 1,317 Total right-of-use assets $ 3,024 Lease liabilities: Operating leases Accrued and other current liabilities $ 519 Operating lease obligation, net of current portion 1,222 Finance leases Finance lease obligation, current portion 464 Finance lease obligation, net of current portion 626 Total lease liabilities $ 2,831 Lease costs and other information consisted of the following (in thousands, except terms and rates): Year Ended Lease cost Finance lease cost: Amortization of right-of-use assets $ 280 Interest on lease liabilities 61 Operating lease cost 504 Total lease cost $ 845 Other information Finance leases: Operating cash outflows $ 48 Financing cash outflows $ 303 Right-of-use assets obtained in exchange for lease liabilities $ 1,253 Weighted-average remaining lease term (in years) 2.3 Weighted-average discount rate 6.4% Operating leases: Operating cash outflows $ 609 Right-of-use assets obtained in exchange for lease liabilities $ 2,169 Weighted-average remaining lease term (in years) 3.0 Weighted-average discount rate 7.5% Future minimum lease payments for the Company’s leases as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 628 $ 518 $ 1,146 2024 646 462 1,108 2025 666 191 857 2026 and thereafter — — — Total minimum lease payments 1,940 1,171 3,111 Less: imputed interest (199) (81) (280) Present value of future lease payments 1,741 1,090 2,831 Less: current portion 519 464 983 Long-term portion $ 1,222 $ 626 $ 1,848 Operating Leases The Company leases a total of approximately 24,300 square feet of office and laboratory space under a single non-cancelable operating lease (the “Office Lease”). In October 2022, the Office Lease was amended to extend the term of the lease an additional three years to expire on December 31, 2025, and to provide the Company with an early termination right which termination would occur under certain circumstances, as provided in the amended Office Lease, after July 1, 2024 if exercised. The Company is not currently reasonably certain it will exercise the termination right. The rate in the Company’s operating lease is not readily determinable. As such, the Company uses its incremental borrowing rate to calculate the present value of its operating lease liabilities. Finance Leases The Company leases certain equipment related to its information technology infrastructure and laboratory operations. All of the Company’s current finance leases include bargain purchase options that the Company is reasonably certain to exercise. The Company has elected not to separate lease and non-lease components for its equipment leases. The rates implicit in the Company’s finance leases are determinable, and the Company uses those rates to calculate the present value of its finance lease liabilities. Indemnification The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company purchases director and officer insurance coverage that provides for corporate reimbursements of covered obligations that limits the Company’s exposure and enables it to recover a portion of potential future amounts paid. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2022 and 2021. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. Employee Agreements The Company has signed various employment agreements with key executives pursuant to which if their employment is terminated by the Company without cause or by the employees for good reason, or following a change of control of the Company, the employees are entitled to receive certain benefits, including severance payments, accelerated vesting of stock and stock options, and certain insurance benefits. Legal Matters The Company is not currently a party to any material litigation or other material legal proceedings. The Company may, from time to time, be involved in various legal proceedings arising from the normal course of business activities, and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows, or financial position. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has not recorded any income tax expense for the years ended December 31, 2022 and 2021 due to its history of operating losses. The provision for income taxes includes the following components for the years ended December 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Current: Federal $ — $ — State — — Total current benefit (provision) $ — $ — Deferred: Federal $ 9,400 $ 8,049 State 1,951 1,239 Change in valuation allowance (11,351) (9,288) Total deferred benefit (provision) $ — $ — Total income tax benefit (provision) $ — $ — The benefit (provision) for income taxes differs from the amount computed at federal statutory rates as follows (in thousands): Year Ended December 31, 2022 2021 Computed Federal income tax benefit (expense) at the statutory rate $ 9,278 21.00 % $ 7,351 21.00 % R&D credits 566 1.28 % 440 1.26 % Equity-based expenses (325) (0.74) % 187 0.53 % State income taxes, net of federal benefit 1,771 4.01 % 998 2.85 % State net operating loss carryforward true up (8) (0.02) % (72) (0.21) % Change in statutory rates 78 0.18 % (16) (0.05) % PPP loan forgiveness — — % 221 0.63 % Other (9) (0.02) % 179 0.51 % Valuation allowance (11,351) (25.69) % (9,288) (26.52) % Income tax benefit (provision) $ — — % $ — — % Significant components of the Company’s net deferred income tax assets (liabilities) are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 46,674 $ 39,423 R&D credits 3,038 2,472 R&E expenses 2,644 — Accruals and reserves 635 621 Equity-based compensation 1,496 628 Depreciation and amortization 5 5 Lease liability 438 — Other 3 4 Total deferred tax asset before allowance 54,933 43,153 Less: valuation allowance (54,504) (43,153) Total deferred tax asset 429 — Deferred tax liabilities: Right-of-use asset (429) — Net deferred tax assets $ — $ — Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated is the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. On the basis of this evaluation, a full valuation allowance of $54.5 million and $43.2 million has been recorded as of December 31, 2022 and 2021, respectively, as it is more likely than not that the deferred tax assets will not be realized. The valuation allowance increased by $11.4 million and $9.3 million for the years ended December 31, 2022 and 2021, respectively, and there is no tax benefit presented in the accompanying financial statements. The Company is subject to minimum taxes in several of the state jurisdictions where it files income tax returns. The amounts paid are immaterial and not presented above as a component of the current state tax provision. As of December 31, 2022, the Company had U.S. federal and state net operating loss carryforwards of approximately $187.9 million and $120.5 million, respectively. Of the federal amount, $117.6 million can be carried forward indefinitely, while the remainder begins to expire after 2028, if not utilized. The state amounts begin to expire at various dates after 2023. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of the Company’s NOL and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. There are currently no federal or state tax audits in progress. All prior tax years remain subject to examination by Federal and State of Utah authorities due to the existence of net operating loss carryforwards. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities, based on technical merits. The reversal of the uncertain tax positions would not affect the Company’s effective tax rate to the extent that it continues to maintain a full valuation allowance against its deferred tax assets. As of December 31, 2022 and 2021, the Company did not record any material interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods. The Company does not expect a significant increase or decrease in its uncertain tax positions within the next 12 months. A reconciliation of the beginning and ending amount of uncertain tax positions (in thousands): Year Ended 2022 2021 Balance at the beginning of the year $ 1,648 $ 1,354 Gross increases—prior period — — Gross increases—current period 377 294 Balance at the end of the year $ 2,025 $ 1,648 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net loss per share The Company calculates net loss per share of Class A and Class B common stock using the two-class method. For periods in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and are therefore excluded from the calculation of diluted net loss per share. For the years ended December 31, 2022 and 2021, the Company reported net losses and as such, basic and diluted net loss per share are the same. As the liquidation and dividend rights are identical for Class A and Class B common shares, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same for the years ended December 31, 2022 and 2021. The following table sets forth the computation of basic and diluted net loss per share of Class A and Class B common stock for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Class A Class B Class A Class B Net loss $ (42,179) $ (2,007) $ (33,518) $ (1,491) Weighted average common stock outstanding, basic and diluted 29,538,167 1,405,259 14,364,040 639,104 Net loss per share — basic and diluted $ (1.43) $ (1.43) $ (2.33) $ (2.33) The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because their impact would have been anti-dilutive: December 31, 2022 2021 Warrants to purchase Class A common stock 2,775,978 2,788,484 Options to purchase Class A common stock 8,428,441 6,287,126 Total 11,204,419 9,075,610 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | . Subsequent EventsOn February 16, 2023, the Company entered into an amendment (the “Amendment”) to that certain Side Letter, dated as of April 29, 2021, with Baker Bros. Advisors LP and certain affiliates of Baker Bros. Advisors LP (“Baker Bros. Investors”). Pursuant to the Amendment, the Baker Bros. Investors’ right to nominate one director (the “Investors Designee”) to the Company’s board of directors (the “Board”) was amended such that in order to exercise the right (the “Nomination Right”), among other conditions, the Baker Bros. Investors must beneficially own shares or other equity securities of the Company representing at least 9.9% of the then-outstanding total voting power of the Company. This percentage was increased from 4.0% in the original Side Letter.The Amendment also provides for an adjustment to the Nomination Right such that, except for those rights common to all Company shareholders, the Baker Bros. Investors will have no further Nomination Right if the Investors Designee is elected to the Board, until such Investors Designee is no longer serving as a director on the Board, at which time the Baker Bros. Investors shall again have the right to nominate a new Investors Designee. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalentsThe Company considers all highly liquid financial instruments with maturities of 90 days or less at the date of purchase to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. As of December 31, 2022 and 2021, cash and cash equivalents consisted of cash, money market funds, and commercial paper. Cash and cash equivalents are stated at fair value. |
Marketable Securities | Marketable Securities The Company has classified its marketable securities, all of which are debt securities, as available-for-sale securities. These securities are carried at estimated fair value with any unrealized gains and losses, net of the related tax effect, included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains bank deposits in accounts at federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institution holding its cash to the extent recorded in the balance sheet. The Company has not experienced any losses on its deposits of cash. The Company’s cash equivalents consist of money market funds and investment grade commercial paper. Marketable securities consist of investments in U.S. government securities, U.S. federal agency securities, investment grade commercial paper, and investment grade corporate securities. The Company’s investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The Company did not experience any credit losses related to its investment portfolio for the years ended December 31, 2022 and 2021. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company capitalizes third-party and relevant internal personnel costs incurred in the application development stage to design and implement the software used for its Laboratory Information Management System (“LIMS”). Depreciation and amortization are computed using the straight-line method over the shorter of estimated useful lives of the assets or the respective lease term. The estimated useful life of each asset category is as follows: Computer equipment 3 years Software 3 years Machinery and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or remaining lease term |
Leases | Leases The Company adopted ASU 2016-02, Leases, (“Topic 842”) and its subsequent updates effective January 1, 2022. The Company adopted Topic 842 using a modified retrospective method. As such, comparative periods ending prior to January 1, 2022 are presented in accordance with ASC 840, Leases , and periods ending after January 1, 2022 are presented in accordance with Topic 842. There was no impact to the Company’s accumulated deficit as a result of adopting Topic 842. The Company used the package of practical expedients permitted under Topic 842. As a result, the Company did not reassess its lease population, classifications of existing leases, or initial direct costs of existing leases as of the adoption date. The Company elected to treat leases with lease terms of 12 months or less as short-term leases. No right-of-use assets or lease liabilities are recognized for short-term leases. The Company also elected not to separate lease components from non-lease components for all classes of leased assets except for building leases. The adoption of Topic 842 resulted in a right-of-use asset of $0.5 million related to the Company’s operating lease being recognized in other assets on the balance sheets as of January 1, 2022. A corresponding lease liability of $0.6 million related to the Company’s operating lease was recognized in accrued and other liabilities on the balance sheets as of January 1, 2022. In addition, at January 1, 2022, approximately $0.1 million of lease-related liabilities were removed from deferred rent, current portion as a reduction to the initial operating lease right-of-use asset. As a result of adopting Topic 842, leases classified as capital leases under ASC 840 are now called finance leases. Accordingly, the balance sheet items formerly captioned “Capital lease obligation, current portion” and “Capital lease obligation, net of current portion” will now be captioned “Finance lease obligation, current portion” and “Finance lease obligation, net of current portion”, respectively, beginning in the current period. Amounts in these balance sheet items were capital leases under ASC 840 in periods ending prior to January 1, 2022, while amounts in these balance sheet items are finance leases under ASC 842 in periods ending subsequent to January 1, 2022. The Company’s finance lease right-of-use asset and liability balances were not materially affected by the adoption of Topic 842. |
Revenue | Deferred Revenue The Company recognizes deferred revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Deferred revenue is recognized when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before the Company transfers the good or service to the customer. The Company’s deferred revenue balance as of December 31, 2022 and 2021 relates to certain contractual minimum payments received by the Company as part of its commercial collaboration agreements. Deferred revenue is recognized as revenue when the Company delivers PreTRM test results to customers pursuant to its commercial collaboration agreements. Revenue Recognition Revenue is generated from the sale of PreTRM tests. The Company recognizes revenue based on accounting standards applied to determine the measurement of revenue and timing of when it is recognized. The Company applies the following five-step approach as set forth under ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for fulfilling its performance obligation. The Company recognizes revenue upon delivery of test results, which it considers to be the only performance obligation, and allocates all of the transaction price to this performance obligation. In determining the transaction price, which is an estimate of the amount of variable consideration expected to be received, the Company uses the expected value method under ASC 606. The Company considers all reasonably available information to identify various possible consideration amounts and considers the probability of the variable consideration for each scenario. The Company’s estimate of transaction price does not include any estimated amount of variable consideration that is constrained. Significant judgments are required in determining the estimates for each transaction. These estimates include many assumptions, any of which, if incorrect, could result in significant differences between the estimated price and the amount ultimately collected for any given transaction. The Company applies this method consistently to portfolios of similar contracts when estimating the effect of any uncertainty on the amount of variable consideration to which it will be entitled. In the aggregate, across the numerous transactions within each portfolio, these differences can lead to material variances between estimated and actual revenue in any given period. The estimate of revenue is necessarily founded on assumptions of payer behavior such as changes in payer mix, payer collections, current customer contractual requirements, and experience with ultimate collection from third-party payers and patients. Each of these aspects of payer behavior (and various others) can change significantly from quarter to quarter, and the Company currently has limited experience with historical payment patterns. Each of these contributes to the potential variability between estimated transaction price and actual consideration received as discussed above, which is expected to be more pronounced early in the process of commercializing a diagnostic test. In the face of the estimation challenges noted above, the Company makes its best efforts to continually refine its estimates of expected consideration as the Company gains additional experience with collections and historical payment patterns. Accordingly, the Company may update its estimate of the amount of revenue to be recognized for previously delivered tests. Cost of Revenue Cost of revenue reflects the aggregate costs incurred in delivering the proteomic testing results to clinicians and includes expenses for third-party specimen collection and shipping costs, as well as the Company’s lab personnel, materials and supplies, equipment and infrastructure expenses associated with clinical testing, and allocated overhead including rent and equipment depreciation. Costs associated with performing the Company’s tests are recorded as the tests are processed regardless of whether and when revenue is recognized with respect to such tests. |
Research and Development Expense | Research and Development Expenses The Company expenses all research and development costs as they are incurred. Research and development expenses consist primarily of personnel costs, stock-based compensation charges, clinical trial costs, and third-party contracted services associated with research and development. The Company recognizes expense associated with third-party contracted services based on the completion of activities as specified in the applicable contracts. Costs incurred under contracts with clinical sites are generally accrued as patient encounters occur, consistent with the terms outlined in the associated contract. Upon termination of contracts with third parties, the Company’s obligations are limited to costs incurred or committed to date. As a result, accrued research and development expenses represent the estimated contractual liability to third parties at the reported period. |
Share-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation for all stock-based awards in accordance with ASC 718, C ompensation-Stock Compensation , which requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company estimates the fair value of share-based awards issued under its employee compensation plans using the Black-Scholes option pricing model. Input assumptions used in calculating the fair value of stock-based awards represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. These input assumptions include the expected term of the awards, the expected common stock price volatility over the term of the awards, risk-free interest rates, and the expected dividend yield. The fair value of the Company’s Class A common stock is determined by using the closing price per share of the Company’s Class A common stock as reported on Nasdaq. The Company uses the simplified calculation of expected life |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statements of operations and comprehensive loss. Any accrued interest and penalties related to uncertain tax positions will be reflected as a liability in the balance sheets. |
Postemployment Benefit Plans, Policy | Retirement Savings PlanThe Company sponsors a 401(k) plan that covers all of the Company’s eligible employees. The plan allows employees to make contributions up to a specified percentage of their compensation, subject to statutory limitations. Beginning in the year ended December 31, 2022, the Company transitioned to a safe harbor 401(k) plan. The Company makes safe harbor matching contributions equal to 100% of the first 3% of a plan participant’s eligible compensation, plus 50% of the next 2% of a plan participant’s eligible compensation. The Company may also make an additional discretionary match or profit sharing contribution to the plan. The Company recorded expense related to its 401(k) plan of $0.6 million for the year ended December 31, 2022. The Company did not provide a match for the year ended December 31, 2021. |
Segments | Segments The Company operates as one operating segment, which is developing and commercializing its medical diagnostic products. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for making decisions regarding resource allocation and assessing performance. |
Comprehensive Loss | Comprehensive LossComprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net loss. For the years ended December 31, 2022 and 2021, comprehensive loss includes unrealized losses on the Company’s available-for-sale debt securities. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options and warrants to purchase common stock are considered to be potentially dilutive securities. For periods in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and are therefore excluded from the calculation of diluted net loss per share. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The objective of the standard is to provide information about expected credit losses on financial instruments at each reporting date and to change how other-than-temporary impairments on investment securities are recorded. The guidance is effective for the Company beginning on January 1, 2023. The Company is currently evaluating the impact the standard may have on its financial statements and related disclosures but does not currently expect the standard will have a material impact. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not, or are not believed by the Company’s management to, have a material impact on the Company’s financial position, results of operations or cash flows. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Useful Life | The estimated useful life of each asset category is as follows: Computer equipment 3 years Software 3 years Machinery and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or remaining lease term The following table presents the components of property and equipment, net, as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,914 $ 5,033 Computer equipment 1,230 1,212 Leasehold improvements 710 710 Software 1,141 465 Furniture and fixtures 320 320 Total property and equipment 9,315 7,740 Less accumulated depreciation and amortization (6,256) (5,967) Property and equipment, net $ 3,059 $ 1,773 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Marketable Securities by Major Security Type | The Company’s cash, cash equivalents and marketable securities by major security type as of December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 913 $ — $ — $ 913 Money market funds 2,618 — — 2,618 Commercial paper 26,356 — (9) 26,347 Total cash and cash equivalents 29,887 — (9) 29,878 Current marketable securities: Commercial paper 15,219 2 (66) 15,155 Corporate debt securities 507 — (5) 502 U.S. federal agency securities 28,964 — (364) 28,600 U.S. government securities 8,702 — (133) 8,569 Total current marketable securities 53,392 2 (568) 52,826 Long-term marketable securities: U.S. federal agency securities 9,810 — (199) 9,611 U.S. government securities 10,770 — (208) 10,562 Corporate debt securities 1,156 — — 1,156 Total long-term marketable securities 21,736 — (407) 21,329 Total cash, cash equivalents and marketable securities $ 105,015 $ 2 $ (984) $ 104,033 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 70 $ — $ — $ 70 Money market funds 4,021 — — 4,021 Commercial paper 54,843 — (2) 54,841 Total cash and cash equivalents 58,934 — (2) 58,932 Current marketable securities: Commercial paper 39,696 — (24) 39,672 Corporate debt securities 6,515 — (4) 6,511 Total current marketable securities 46,211 — (28) 46,183 Long-term marketable securities: U.S. federal agency securities 25,787 — (112) 25,675 U.S. government securities 8,694 — (38) 8,656 Corporate debt securities 520 — (3) 517 Total long-term marketable securities 35,001 — (153) 34,848 Total cash, cash equivalents and marketable securities $ 140,146 $ — $ (183) $ 139,963 |
Schedule of Marketable Securities and Cash Equivalents in Unrealized Loss Positions | The following table summarizes the Company’s available-for-sale debt securities and cash equivalents with unrealized losses as of December 31, 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands): December 31, 2022 Less than 12 months 12 months or greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Commercial paper $ 40,063 $ (75) $ — $ — $ 40,063 $ (75) Corporate debt securities 1,156 — 502 (5) 1,658 (5) U.S. federal agency securities 12,869 (228) 25,342 (335) 38,211 (563) U.S. government securities 10,562 (208) 8,569 (133) 19,131 (341) Total $ 64,650 $ (511) $ 34,413 $ (473) $ 99,063 $ (984) |
Schedule of Marketable Securities Classified by Contractual Maturities | The Company’s marketable securities classified by contractual maturities as of December 31, 2022 were as follows (in thousands): Amortized Cost Fair Value Due within one year $ 53,392 $ 52,826 Due after one year through five years 21,736 21,329 Total $ 75,128 $ 74,155 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment, Net | The estimated useful life of each asset category is as follows: Computer equipment 3 years Software 3 years Machinery and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life or remaining lease term The following table presents the components of property and equipment, net, as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,914 $ 5,033 Computer equipment 1,230 1,212 Leasehold improvements 710 710 Software 1,141 465 Furniture and fixtures 320 320 Total property and equipment 9,315 7,740 Less accumulated depreciation and amortization (6,256) (5,967) Property and equipment, net $ 3,059 $ 1,773 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Components of Accrued and Other Current Liabilities | The following table presents the components of accrued and other current liabilities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Accrued compensation $ 2,290 $ 2,498 Accrued vacation 430 460 Accrued 401(k) matching contributions 568 — Operating lease liability, current portion 519 — Other current liabilities 637 927 Total accrued and other current liabilities $ 4,444 $ 3,885 |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Components of Other Income (Expense), Net | The following table presents the components of other income, net, for the years ended December 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Interest income $ 456 $ 145 Investment income (loss), net 1,071 (28) Fair value remeasurements — (15) Gain on extinguishment of PPP loan — 1,050 Other gains (losses), net — (20) Other income, net $ 1,527 $ 1,132 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets that are Measured at Fair Value on a Recurring basis | The following table shows the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of December 31, 2022: Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 2,618 $ — $ — Commercial paper — 26,347 — Marketable securities: Commercial paper — 15,155 — Corporate debt securities — 1,658 — U.S. federal agency securities — 38,211 — U.S. government securities — 19,131 — Total assets $ 2,618 $ 100,502 $ — The following table shows the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of December 31, 2021: Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 4,021 $ — $ — Commercial paper — 54,841 — Marketable securities: Commercial paper — 39,672 — Corporate debt securities — 7,028 — U.S. federal agency securities — 25,675 — U.S. government securities — 8,656 — Total assets $ 4,021 $ 135,872 $ — |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following shares of Class A common stock were reserved for future issuance: December 31, 2022 2021 Warrants to purchase Class A common stock 2,775,978 2,788,484 Options to purchase Class A common stock 8,428,441 6,287,126 Class A common stock available for future grants under the 2021 Equity Incentive Plan 1,926,356 3,136,737 Class A common stock available for future grants under the 2021 Employee Stock Purchase Plan 598,777 305,089 Total 13,729,552 12,517,436 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Options Granted and Outstanding | The following table summarizes information about these options granted and outstanding: Number of Weighted- Weighted- Aggregate Intrinsic Value (In Thousands) Outstanding — December 31, 2021 6,287,126 $ 4.36 7.8 $ 20,095 Granted 3,327,510 3.17 Expired (16,354) 0.73 Cancelled (926,021) 7.38 Exercised (243,820) 1.27 Outstanding — December 31, 2022 8,428,441 $ 3.65 7.7 $ 115 Vested and expected to vest at December 31, 2022 8,098,111 $ 3.62 7.6 $ 115 Vested and exercisable at December 31, 2022 4,453,186 $ 3.12 6.7 $ 110 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Using the Black-Scholes Method | The fair values calculated using the Black-Scholes option pricing model were estimated on each grant date using the following assumptions: Year Ended December 31, 2022 2021 Expected volatility 63.7% - 69.1% 59.5% - 67.1% Risk-free interest rate 1.7% - 4.3% 0.8% - 1.6% Expected term (in years) 5.3 - 7.0 5.1 - 10.0 Expected dividend yield — % — % |
Schedule of Impact of Stock-based Compensation Expense in the Statements of Operations | The following table presents the impact of stock-based compensation expense in the statements of operations for the periods indicated (in thousands): Year Ended 2022 2021 Research and development expense $ 1,671 $ 1,046 Sales and marketing expense 590 657 General and administrative expense 2,794 1,427 Total employee stock-based compensation $ 5,055 $ 3,130 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants or Rights | The Company’s common stock warrants outstanding were as follows: Number of Warrants Outstanding as of: Exercise Price December 31, 2022 December 31, 2021 $ 5.20 3,473 15,979 9.03 1,032,404 1,032,404 10.84 1,009,795 1,009,795 12.38 8,083 8,083 20.77 722,223 722,223 2,775,978 2,788,484 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Leases In Statement of Financial Position | The following table shows right-of-use assets and lease liabilities, and the associated financial statement line items as of December 31, 2022 (in thousands): Lease-Related Assets and Liabilities Financial Statement Line Items December 31, 2022 Right-of-use assets: Operating leases Other assets $ 1,707 Finance leases Property and equipment, net 1,317 Total right-of-use assets $ 3,024 Lease liabilities: Operating leases Accrued and other current liabilities $ 519 Operating lease obligation, net of current portion 1,222 Finance leases Finance lease obligation, current portion 464 Finance lease obligation, net of current portion 626 Total lease liabilities $ 2,831 |
Schedule of Lease Cost and Other Information | Lease costs and other information consisted of the following (in thousands, except terms and rates): Year Ended Lease cost Finance lease cost: Amortization of right-of-use assets $ 280 Interest on lease liabilities 61 Operating lease cost 504 Total lease cost $ 845 Other information Finance leases: Operating cash outflows $ 48 Financing cash outflows $ 303 Right-of-use assets obtained in exchange for lease liabilities $ 1,253 Weighted-average remaining lease term (in years) 2.3 Weighted-average discount rate 6.4% Operating leases: Operating cash outflows $ 609 Right-of-use assets obtained in exchange for lease liabilities $ 2,169 Weighted-average remaining lease term (in years) 3.0 Weighted-average discount rate 7.5% |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments for the Company’s leases as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 628 $ 518 $ 1,146 2024 646 462 1,108 2025 666 191 857 2026 and thereafter — — — Total minimum lease payments 1,940 1,171 3,111 Less: imputed interest (199) (81) (280) Present value of future lease payments 1,741 1,090 2,831 Less: current portion 519 464 983 Long-term portion $ 1,222 $ 626 $ 1,848 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments for the Company’s leases as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 628 $ 518 $ 1,146 2024 646 462 1,108 2025 666 191 857 2026 and thereafter — — — Total minimum lease payments 1,940 1,171 3,111 Less: imputed interest (199) (81) (280) Present value of future lease payments 1,741 1,090 2,831 Less: current portion 519 464 983 Long-term portion $ 1,222 $ 626 $ 1,848 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Provision) | The provision for income taxes includes the following components for the years ended December 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Current: Federal $ — $ — State — — Total current benefit (provision) $ — $ — Deferred: Federal $ 9,400 $ 8,049 State 1,951 1,239 Change in valuation allowance (11,351) (9,288) Total deferred benefit (provision) $ — $ — Total income tax benefit (provision) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The benefit (provision) for income taxes differs from the amount computed at federal statutory rates as follows (in thousands): Year Ended December 31, 2022 2021 Computed Federal income tax benefit (expense) at the statutory rate $ 9,278 21.00 % $ 7,351 21.00 % R&D credits 566 1.28 % 440 1.26 % Equity-based expenses (325) (0.74) % 187 0.53 % State income taxes, net of federal benefit 1,771 4.01 % 998 2.85 % State net operating loss carryforward true up (8) (0.02) % (72) (0.21) % Change in statutory rates 78 0.18 % (16) (0.05) % PPP loan forgiveness — — % 221 0.63 % Other (9) (0.02) % 179 0.51 % Valuation allowance (11,351) (25.69) % (9,288) (26.52) % Income tax benefit (provision) $ — — % $ — — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred income tax assets (liabilities) are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 46,674 $ 39,423 R&D credits 3,038 2,472 R&E expenses 2,644 — Accruals and reserves 635 621 Equity-based compensation 1,496 628 Depreciation and amortization 5 5 Lease liability 438 — Other 3 4 Total deferred tax asset before allowance 54,933 43,153 Less: valuation allowance (54,504) (43,153) Total deferred tax asset 429 — Deferred tax liabilities: Right-of-use asset (429) — Net deferred tax assets $ — $ — |
Schedule of Uncertain Tax Positions Roll Forward | A reconciliation of the beginning and ending amount of uncertain tax positions (in thousands): Year Ended 2022 2021 Balance at the beginning of the year $ 1,648 $ 1,354 Gross increases—prior period — — Gross increases—current period 377 294 Balance at the end of the year $ 2,025 $ 1,648 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share of Class A and Class B common stock for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year Ended December 31, 2022 2021 Class A Class B Class A Class B Net loss $ (42,179) $ (2,007) $ (33,518) $ (1,491) Weighted average common stock outstanding, basic and diluted 29,538,167 1,405,259 14,364,040 639,104 Net loss per share — basic and diluted $ (1.43) $ (1.43) $ (2.33) $ (2.33) |
Schedule of Anti-dilutive Securities Excluded from the Computation of Earnings per Share | The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because their impact would have been anti-dilutive: December 31, 2022 2021 Warrants to purchase Class A common stock 2,775,978 2,788,484 Options to purchase Class A common stock 8,428,441 6,287,126 Total 11,204,419 9,075,610 |
Description of Business and F_2
Description of Business and Financial Condition (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (210,654) | $ (166,468) |
Fair Value | $ 104,033 | $ 139,963 |
Significant Accounting Polici_3
Significant Accounting Policies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) segment | |
Defined Contribution Plan Disclosure [Line Items] | |
Defined Contribution Plan, Cost | $ | $ 0.6 |
Number of operating segments | segment | 1 |
Defined Contribution Plan, Employer Matching Contribution, Second Tier | |
Defined Contribution Plan Disclosure [Line Items] | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2% |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% |
Defined Contribution Plan, Employer Matching Contribution, First Tier | |
Defined Contribution Plan Disclosure [Line Items] | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3% |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% |
Significant Accounting Polici_4
Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating leases | $ 1,707 | |
Present value of future lease payments | $ 1,741 | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases | $ 500 | |
Present value of future lease payments | 600 | |
Operating Lease, Lease-Related Liabilities Removed From Deferred Rent | $ 100 |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities - Cash, Cash Equivalents and Marketable Securities by Major Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 75,128 | |
Fair Value | 74,155 | |
Amortized Cost | 105,015 | $ 140,146 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (984) | (183) |
Fair Value | 104,033 | 139,963 |
Cash and cash equivalents: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 29,887 | 58,934 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (9) | (2) |
Fair Value | 29,878 | 58,932 |
Cash and cash equivalents: | Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 913 | 70 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 913 | 70 |
Cash and cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,618 | 4,021 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 2,618 | 4,021 |
Cash and cash equivalents: | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 26,356 | 54,843 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (9) | (2) |
Fair Value | 26,347 | 54,841 |
Current marketable securities: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 53,392 | 46,211 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (568) | (28) |
Fair Value | 52,826 | 46,183 |
Current marketable securities: | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,219 | 39,696 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (66) | (24) |
Fair Value | 15,155 | 39,672 |
Current marketable securities: | U.S. federal agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28,964 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (364) | |
Fair Value | 28,600 | |
Current marketable securities: | U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,702 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (133) | |
Fair Value | 8,569 | |
Current marketable securities: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 507 | 6,515 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (5) | (4) |
Fair Value | 502 | 6,511 |
Long-term marketable securities: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 21,736 | 35,001 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (407) | (153) |
Fair Value | 21,329 | 34,848 |
Long-term marketable securities: | U.S. federal agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,810 | 25,787 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (199) | (112) |
Fair Value | 9,611 | 25,675 |
Long-term marketable securities: | U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 10,770 | 8,694 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (208) | (38) |
Fair Value | 10,562 | 8,656 |
Long-term marketable securities: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,156 | 520 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (3) |
Fair Value | $ 1,156 | $ 517 |
Cash, Cash Equivalents and Ma_4
Cash, Cash Equivalents and Marketable Securities - Marketable Securities and Cash Equivalents in Unrealized Loss Positions (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value | $ 64,650 |
Unrealized Losses | 511 |
Fair Value | 34,413 |
Unrealized Losses | 473 |
Fair Value | 99,063 |
Unrealized Losses | 984 |
Commercial paper | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value | 40,063 |
Unrealized Losses | 75 |
Fair Value | 0 |
Unrealized Losses | 0 |
Fair Value | 40,063 |
Unrealized Losses | 75 |
Corporate debt securities | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value | 1,156 |
Unrealized Losses | 0 |
Fair Value | 502 |
Unrealized Losses | 5 |
Fair Value | 1,658 |
Unrealized Losses | 5 |
U.S. federal agency securities | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value | 12,869 |
Unrealized Losses | 228 |
Fair Value | 25,342 |
Unrealized Losses | 335 |
Fair Value | 38,211 |
Unrealized Losses | 563 |
U.S. government securities | |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | |
Fair Value | 10,562 |
Unrealized Losses | 208 |
Fair Value | 8,569 |
Unrealized Losses | 133 |
Fair Value | 19,131 |
Unrealized Losses | $ 341 |
Cash, Cash Equivalents and Ma_5
Cash, Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | $ 75,128,000 | |
Fair Value | 34,413,000 | |
Debt securities, available-for-sale, other than temporary impairment | $ 0 | $ 0 |
Cash, Cash Equivalents and Ma_6
Cash, Cash Equivalents and Marketable Securities - Marketable Securities Classified by Contractual Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Due within one year | $ 53,392 |
Due after one year through five years | 21,736 |
Amortized Cost | 75,128 |
Fair Value | |
Due within one year | 52,826 |
Due after one year through five years | 21,329 |
Fair Value | $ 74,155 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,315 | $ 7,740 |
Less accumulated depreciation and amortization | (6,256) | (5,967) |
Property and equipment, net | 3,059 | 1,773 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,914 | 5,033 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,230 | 1,212 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 710 | 710 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,141 | 465 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 320 | $ 320 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 756 | $ 659 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 2,290 | $ 2,498 |
Accrued vacation | 430 | 460 |
Accrued 401(k) matching contributions | 568 | 0 |
Operating lease liability, current portion | 519 | 0 |
Other current liabilities | 637 | 927 |
Total accrued and other current liabilities | $ 4,444 | $ 3,885 |
Other Income (Expense), net (De
Other Income (Expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 456 | $ 145 |
Investment income (loss), net | 1,071 | (28) |
Fair value remeasurements | 0 | (15) |
Gain on extinguishment of PPP loan | 0 | 1,050 |
Other gains (losses), net | 0 | (20) |
Other income, net | $ 1,527 | $ 1,132 |
Loans and Convertible Promiss_2
Loans and Convertible Promissory Notes - Bank Loan (Details) - Loan and Security Agreement - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Term loan | $ 10,000 | |
Final payment fee | $ 100 | |
Repayment of outstanding principal | 2,000 | |
Repayment of accrued interest | $ 6 |
Loans and Convertible Promiss_3
Loans and Convertible Promissory Notes - Convertible Promissory Notes (Details) - February 2019 Convertible Note $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 24, 2021 USD ($) | Jul. 31, 2019 USD ($) shares | Feb. 28, 2019 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 6.4 | |||
Debt instrument, stated interest rate | 12% | |||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 9.03 | |||
Interest expense | $ 0.1 | |||
Liability at the measurement date fair value | $ 2.4 | |||
Accretion of discount | $ 0.1 | |||
Repayment of outstanding principal | $ 4.5 | |||
Repayment of accrued interest | $ 1.1 | |||
Series D Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, conversion price percentage | 0.80 | |||
Amount of original debt converted | $ 1.9 | |||
Debt conversion, converted instrument, shares issued (in shares) | shares | 277,507 |
Loans and Convertible Promiss_4
Loans and Convertible Promissory Notes - Paycheck Protection Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of PPP loan | $ 0 | $ 1,050 | ||
Paycheck Protection Program Loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 1,100 | |||
Amount of debt outstanding | $ 1,100 | |||
Gain on extinguishment of PPP loan | $ 1,100 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of warrants outstanding (in shares) | 2,775,978 | 2,788,484 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities: | $ 74,155 | |
Level 1 | Recurring | ||
Assets: | ||
Total assets | 2,618 | $ 4,021 |
Level 1 | Recurring | Commercial paper | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 1 | Recurring | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 1 | Recurring | U.S. federal agency securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 1 | Recurring | U.S. government securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 1 | Recurring | Money market funds | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 2,618 | 4,021 |
Level 1 | Recurring | Commercial paper | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Level 2 | Recurring | ||
Assets: | ||
Total assets | 100,502 | 135,872 |
Level 2 | Recurring | Commercial paper | ||
Assets: | ||
Marketable securities: | 15,155 | 39,672 |
Level 2 | Recurring | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 1,658 | 7,028 |
Level 2 | Recurring | U.S. federal agency securities | ||
Assets: | ||
Marketable securities: | 38,211 | 25,675 |
Level 2 | Recurring | U.S. government securities | ||
Assets: | ||
Marketable securities: | 19,131 | 8,656 |
Level 2 | Recurring | Money market funds | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Level 2 | Recurring | Commercial paper | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 26,347 | 54,841 |
Level 3 | Recurring | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 | Recurring | Commercial paper | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 3 | Recurring | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 3 | Recurring | U.S. federal agency securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 3 | Recurring | U.S. government securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Level 3 | Recurring | Money market funds | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Level 3 | Recurring | Commercial paper | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Healthcore Inc | Master services agreement | |||
Related Party Transaction [Line Items] | |||
Fees paid | $ 2,200 | $ 1,800 | |
Elevance Health, Inc | Laboratory Services Agreement | |||
Related Party Transaction [Line Items] | |||
Recognized revenue | 100 | $ 56 | |
Elevance Health, Inc | Commercial Collaboration Agreement | |||
Related Party Transaction [Line Items] | |||
Term of agreement | 3 years | ||
Other receivables related to minimum payments | 6,000 | ||
Related Party Transaction, Cash Received From Related Party | $ 3,100 |
Capital Structure - Narrative (
Capital Structure - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 19, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote common_stock_class $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||
Net proceeds from issuance of common stock | $ | $ 0 | $ 66,612 | |
Number of common stock classes authorized | common_stock_class | 2 | ||
Common stock, conversion ratio | 1 | ||
Initial Public Offering | |||
Class of Stock [Line Items] | |||
Issue price per share (in usd per share) | $ / shares | $ 16 | ||
Net proceeds from issuance of common stock | $ | $ 66,600 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock issued from conversion of convertible securities (in shares) | 22,434,130 | ||
Number of votes per share | vote | 1 | ||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 29,612,687 | 29,368,867 | |
Common stock, shares outstanding (in shares) | 29,612,687 | 29,368,867 | |
Class A common stock | Initial Public Offering | |||
Class of Stock [Line Items] | |||
Number of shares of common stock issued (in shares) | 4,687,500 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock issued from conversion of convertible securities (in shares) | 1,405,259 | ||
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 1,405,259 | 1,405,259 | |
Common stock, shares outstanding (in shares) | 1,405,259 | 1,405,259 | |
Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock outstanding (in shares) | 0 | 0 | |
Preferred stock, authorized (in shares) | 5,000,000 | ||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 |
Capital Structure - Common Stoc
Capital Structure - Common Stock (Details) - Class A common stock - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 13,729,552 | 12,517,436 |
Warrants to purchase Class A common stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 2,775,978 | 2,788,484 |
Options to purchase Class A common stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 8,428,441 | 6,287,126 |
Class A common stock available for future grants under the 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 1,926,356 | 3,136,737 |
Class A common stock available for future grants under the 2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 598,777 | 305,089 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 19, 2021 | Nov. 30, 2011 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value of options granted (in usd per share) | $ 1.92 | $ 5.64 | ||
Aggregate intrinsic value of options exercised | $ 0.5 | $ 3.3 | ||
Fair value of options vested | 5.8 | $ 2.2 | ||
Unamortized stock-based compensation cost | $ 9.9 | |||
Unamortized stock-based compensation cost expected to be recognized over a weighted average period | 2 years 4 months 24 days | |||
Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 13,729,552 | 12,517,436 | ||
2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration term | 10 years | |||
Shares available for grant | 0 | |||
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration term | 10 years | |||
2021 Plan | Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 1,926,356 | |||
2021 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 0 | |||
2021 ESPP | Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 598,777 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Options Outstanding | ||
Outstanding at the beginning (in shares) | 6,287,126 | |
Granted (in shares) | 3,327,510 | |
Expired (in shares) | (16,354) | |
Cancelled (in shares) | (926,021) | |
Exercised (in shares) | (243,820) | |
Outstanding at the end (in shares) | 8,428,441 | 6,287,126 |
Number of shares subject to options outstanding, vested and expected to vest at the end (in shares) | 8,098,111 | |
Number of shares subject to options outstanding, vested and exercisable at the end | 4,453,186 | |
Weighted- Average Exercise Price Per Share | ||
Outstanding at the beginning (in usd per share) | $ 4.36 | |
Granted (in usd per share) | 3.17 | |
Expired (in usd per share) | 0.73 | |
Cancelled (in usd per share) | 7.38 | |
Exercised (in usd per share) | 1.27 | |
Outstanding at the end (in usd per share) | 3.65 | $ 4.36 |
Weighted average exercise price per share, vested and expected to vest at the end (in usd per share) | 3.62 | |
Weighted average exercise price per share, vested and exercisable at the end (in usd per share) | $ 3.12 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life, outstanding | 7 years 8 months 12 days | 7 years 9 months 18 days |
Weighted average remaining contractual life, vested and expected to vest at the end | 7 years 7 months 6 days | |
Weighted average remaining contractual life, vested and exercisable at the end | 6 years 8 months 12 days | |
Aggregate intrinsic value, outstanding | $ 115 | $ 20,095 |
Aggregate intrinsic value, vested and expected to vest at the end | 115 | |
Aggregate intrinsic value, vested and exercisable at the end | $ 110 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 63.70% | 59.50% |
Expected volatility | 69.10% | 67.10% |
Risk-free interest rate | 1.70% | 0.80% |
Risk-free interest rate | 4.30% | 1.60% |
Expected dividend yield | $ 0 | $ 0 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 3 months 18 days | 5 years 1 month 6 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 7 years | 10 years |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | $ 5,055 | $ 3,130 |
Research and development expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | 1,671 | 1,046 |
Sales and marketing expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | 590 | 657 |
General and administrative expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | $ 2,794 | $ 1,427 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
5.2 | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Or Right, Expired | (12,506) |
Warrants - Common Stock Warrant
Warrants - Common Stock Warrants Outstanding (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding (in shares) | 2,775,978 | 2,788,484 |
5.2 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in usd per share) | $ 5.20 | |
Number of warrants outstanding (in shares) | 3,473 | 15,979 |
9.03 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in usd per share) | $ 9.03 | |
Number of warrants outstanding (in shares) | 1,032,404 | 1,032,404 |
10.84 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in usd per share) | $ 10.84 | |
Number of warrants outstanding (in shares) | 1,009,795 | 1,009,795 |
12.38 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in usd per share) | $ 12.38 | |
Number of warrants outstanding (in shares) | 8,083 | 8,083 |
20.77 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in usd per share) | $ 20.77 | |
Number of warrants outstanding (in shares) | 722,223 | 722,223 |
Commitments and Contingencies -
Commitments and Contingencies - Leases in Financial Statement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use assets: | ||
Operating leases | $ 1,707 | |
Finance leases | 1,317 | |
Total right-of-use assets | 3,024 | |
Lease liabilities: | ||
Operating leases | 519 | $ 0 |
Operating lease obligation, net of current portion | 1,222 | 0 |
Finance lease obligation, current portion | 464 | 74 |
Finance lease obligation, net of current portion | 626 | $ 54 |
Total lease liabilities | $ 2,831 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities | Accrued Liabilities and Other Liabilities |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | ||
Amortization of right-of-use assets | $ 280 | |
Interest on lease liabilities | 61 | |
Operating lease cost | 504 | |
Total lease cost | 845 | |
Finance leases: | ||
Operating cash outflows | 48 | |
Financing cash outflows | 303 | $ 70 |
Right-of-use assets obtained in exchange for lease liabilities | $ 1,253 | |
Weighted-average remaining lease term (in years) | 2 years 3 months 18 days | |
Weighted-average discount rate | 640% | |
Operating leases: | ||
Operating cash outflows | $ 609 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 2,169 | |
Weighted-average remaining lease term (in years) | 3 years | |
Weighted-average discount rate | 750% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 628 | |
2024 | 646 | |
2025 | 666 | |
2026 and thereafter | 0 | |
Total minimum lease payments | 1,940 | |
Less: imputed interest | (199) | |
Present value of future lease payments | 1,741 | |
Less: current portion | 519 | $ 0 |
Operating lease obligation, net of current portion | 1,222 | 0 |
Finance Leases | ||
2023 | 518 | |
2024 | 462 | |
2025 | 191 | |
2026 and thereafter | 0 | |
Total minimum lease payments | 1,171 | |
Less: imputed interest | (81) | |
Present value of future lease payments | 1,090 | |
Less: current portion | 464 | 74 |
Long-term portion | 626 | $ 54 |
Total | ||
2023 | 1,146 | |
2024 | 1,108 | |
2025 | 857 | |
2026 and thereafter | 0 | |
Total minimum lease payments | 3,111 | |
Less: imputed interest | (280) | |
Total lease liabilities | 2,831 | |
Less: current portion | 983 | |
Long-term portion | $ 1,848 |
Commitments and Contingencies_4
Commitments and Contingencies - Narrative (Details) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) |
Commitments And Contingencies [Line Items] | ||
Indemnification liability | $ | $ 0 | $ 0 |
Office and laboratory space | ||
Commitments And Contingencies [Line Items] | ||
Number of square feet under lease | ft² | 24,300 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Valuation allowance | 54,504,000 | 43,153,000 |
Increase in valuation allowance | 11,351,000 | $ 9,288,000 |
Operating loss carryforwards | 117,600,000 | |
U.S Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 187,900,000 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 120,500,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current benefit (provision) | 0 | 0 |
Deferred: | ||
Federal | 9,400,000 | 8,049,000 |
State | 1,951,000 | 1,239,000 |
Change in valuation allowance | (11,351,000) | (9,288,000) |
Total deferred benefit (provision) | 0 | 0 |
Total income tax benefit (provision) | $ 0 | $ 0 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Computed Federal income tax benefit (expense) at the statutory rate | $ 9,278,000 | $ 7,351,000 |
R&D credits | 566,000 | 440,000 |
Equity-based expenses | (325,000) | 187,000 |
State income taxes, net of federal benefit | 1,771,000 | 998,000 |
State net operating loss carryforward true up | (8,000) | (72,000) |
Change in statutory rates | 78,000 | (16,000) |
PPP loan forgiveness | 0 | 221,000 |
Other | (9,000) | 179,000 |
Valuation allowance | (11,351,000) | (9,288,000) |
Total income tax benefit (provision) | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Computed Federal income tax benefit (expense) at the statutory rate | 21% | 21% |
R&D credits | 1.28% | 1.26% |
Equity-based expenses | (0.74%) | 0.53% |
State income taxes, net of federal benefit | 4.01% | 2.85% |
State net operating loss carryforward true up | (0.02%) | (0.21%) |
Change in statutory rates | 0.18% | (0.05%) |
PPP loan forgiveness | 0% | 0.63% |
Other | (0.02%) | 0.51% |
Valuation allowance | (25.69%) | (26.52%) |
Income tax benefit (provision) | 0% | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 46,674 | $ 39,423 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 3,038 | 2,472 |
R&D credits | 2,644 | 0 |
Accruals and reserves | 635 | 621 |
Equity-based compensation | 1,496 | 628 |
Depreciation and amortization | 5 | 5 |
Other | 3 | 4 |
Total deferred tax asset before allowance | 54,933 | 43,153 |
Less: valuation allowance | (54,504) | (43,153) |
Total deferred tax asset | 429 | 0 |
Deferred Tax Liabilities, Right Of Use Assets | 429 | 0 |
Deferred tax liabilities: | ||
Net deferred tax assets | 0 | 0 |
Deferred Tax Assets Lease Liabilities | $ 438 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 1,648 | $ 1,354 |
Gross increases—prior period | 0 | 0 |
Gross increases—prior period | 377 | 294 |
Balance at the beginning of the year | $ 2,025 | $ 1,648 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of the Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Net loss | $ (44,186) | $ (35,009) |
Weighted-average shares of common stock outstanding, basic (in shares) | 30,943,426 | 15,003,144 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 30,943,426 | 15,003,144 |
Net loss per share, basic (in usd per share) | $ (1.43) | $ (2.33) |
Net loss per share, diluted (in usd per share) | $ (1.43) | $ (2.33) |
Class A | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Net loss | $ (42,179) | $ (33,518) |
Weighted-average shares of common stock outstanding, basic (in shares) | 29,538,167 | 14,364,040 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 29,538,167 | 14,364,040 |
Net loss per share, basic (in usd per share) | $ (1.43) | $ (2.33) |
Net loss per share, diluted (in usd per share) | $ (1.43) | $ (2.33) |
Class B | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Net loss | $ (2,007) | $ (1,491) |
Weighted-average shares of common stock outstanding, basic (in shares) | 1,405,259 | 639,104 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 1,405,259 | 639,104 |
Net loss per share, basic (in usd per share) | $ (1.43) | $ (2.33) |
Net loss per share, diluted (in usd per share) | $ (1.43) | $ (2.33) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of earnings per share (in shares) | 11,204,419 | 9,075,610 |
Warrants to purchase Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of earnings per share (in shares) | 2,775,978 | 2,788,484 |
Options to purchase Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of earnings per share (in shares) | 8,428,441 | 6,287,126 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event | Feb. 16, 2023 |
Amended Side Letter | |
Subsequent Event [Line Items] | |
Nomination Right, Required Voting Power | 9.90% |
Original Side Letter | |
Subsequent Event [Line Items] | |
Nomination Right, Required Voting Power | 4% |