Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40894 | ||
Entity Registrant Name | IsoPlexis Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2179799 | ||
Entity Address, Address Line One | 35 NE Industrial Road | ||
Entity Address, City or Town | Branford | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06405 | ||
City Area Code | 203 | ||
Local Phone Number | 208-4111 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | ISO | ||
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 | $ 0 | ||
Entity Common Stock, Shares Outstanding | 39,037,919 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for its annual meeting of stockholders (the “2022 Proxy Statement”), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2021 . Except as expressly incorporated by reference, the 2022 Proxy Statement shall not be deemed to be part of this Form 10-K. | ||
Entity Central Index Key | 0001615055 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Hartford, CT |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 126,566 | $ 106,641 |
Accounts receivable, net | 4,100 | 2,922 |
Inventories, net | 24,299 | 3,955 |
Prepaid expenses and other current assets | 3,478 | 2,156 |
Total current assets | 158,443 | 115,674 |
Property and equipment, net | 5,778 | 3,227 |
Intangible assets, net | 21,008 | 1,643 |
Other assets | 2,243 | 3,061 |
Total assets | 187,472 | 123,605 |
Current liabilities: | ||
Accounts payable | 4,839 | 2,137 |
Accrued expenses and other current liabilities | 7,827 | 2,129 |
Deferred revenue | 915 | 356 |
Total current liabilities | 13,581 | 4,622 |
Warrant liability | 0 | 4,637 |
Long-term debt | 31,646 | 22,137 |
Total liabilities: | 45,227 | 31,396 |
Commitments and Contingencies (Notes 10, 13 and 14) | ||
Redeemable convertible preferred stock, $0.001 par value, zero and 3,442,340 shares authorized at December 31, 2021 and 2020, respectively; zero and 3,211,652 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0 | 143,460 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value; 20,000,000 and zero shares authorized at December 31, 2021 and 2020, respectively; and zero shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 400,000,000 shares authorized; 39,036,010 and 2,133,904 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 39 | 2 |
Additional paid-in capital | 276,179 | 1,151 |
Accumulated deficit | (133,973) | (52,404) |
Total stockholders’ equity (deficit) | 142,245 | (51,251) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 187,472 | $ 123,605 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value per share (in usd per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 3,442,340 |
Temporary equity, shares issued | 0 | 3,211,652 |
Temporary equity, shares outstanding | 0 | 3,211,652 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred Shares authorized | 20,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares, issued | 2,133,904 | 39,036,010 |
Common stock, shares, outstanding | 2,133,904 | 39,036,010 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 17,258 | $ 10,387 |
Gross profit | 8,766 | 5,413 |
Operating expenses: | ||
Research and development expenses | 20,966 | 11,157 |
General and administrative expenses | 26,349 | 8,023 |
Sales and marketing expenses | 37,774 | 13,511 |
Total operating expenses | 85,089 | 32,691 |
Loss from operations | (76,323) | (27,278) |
Other income (expense): | ||
Interest expense, net | (3,618) | (18) |
Other (expense) income, net | (1,628) | 4,032 |
Net loss | (81,569) | (23,264) |
Accrued dividends on preferred stock | (10,455) | (6,137) |
Net loss attributable to common stockholders | (92,024) | (29,401) |
Net loss attributable to common stockholders | $ (92,024) | $ (29,401) |
Basic net loss per common share (in usd per share) | $ (8.99) | $ (14.06) |
Diluted net loss per common share (in usd per share) | $ (8.99) | $ (14.06) |
Weighted-average common shares outstanding—basic | 10,239,869 | 2,090,392 |
Weighted-average common shares outstanding—diluted | 10,239,869 | 2,090,392 |
Product revenue | ||
Revenue | ||
Total revenue | $ 16,201 | $ 9,318 |
Cost of goods and services sold | 8,445 | 4,866 |
Service revenue | ||
Revenue | ||
Total revenue | 1,057 | 1,069 |
Cost of goods and services sold | $ 47 | $ 108 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A | Series A-2 | Series B | Series B-2 | Series C | Series C-2 | Series D | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 253,862 | 290,002 | 376,061 | 237,183 | 564,287 | 412,174 | 0 | ||||
Beginning balance at Dec. 31, 2019 | $ 1,596 | $ 3,623 | $ 6,606 | $ 6,991 | $ 24,839 | $ 19,929 | $ 0 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of preferred stock (in shares) | 103,044 | 975,039 | |||||||||
Issuance of Preferred Stock | $ 5,000 | $ 74,876 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 3,211,652 | 253,862 | 290,002 | 376,061 | 237,183 | 564,287 | 515,218 | 975,039 | |||
Ending balance at Dec. 31, 2020 | $ 143,460 | $ 1,596 | $ 3,623 | $ 6,606 | $ 6,991 | $ 24,839 | $ 24,929 | $ 74,876 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 2,083,568 | ||||||||||
Beginning balance at Dec. 31, 2019 | (28,534) | $ 2 | $ 604 | $ (29,140) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of common stock options (in shares) | 50,336 | ||||||||||
Exercise of common stock options | 30 | 30 | |||||||||
Stock-based compensation | 517 | 517 | |||||||||
Net loss | (23,264) | (23,264) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 2,133,904 | ||||||||||
Ending balance at Dec. 31, 2020 | $ (51,251) | $ 2 | 1,151 | (52,404) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of preferred stock (in shares) | 3,178 | 130,006 | |||||||||
Issuance of Preferred Stock | $ 247 | $ 10,000 | |||||||||
Conversion of preferred stock (in shares) | (253,862) | (293,180) | (376,061) | (237,183) | (564,287) | (515,218) | (1,105,045) | ||||
Conversion of preferred stock | $ (1,596) | $ (3,870) | $ (6,606) | $ (6,991) | $ (24,839) | $ (24,929) | $ (84,876) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of common stock options (in shares) | 167,044 | 167,044 | |||||||||
Exercise of common stock options | $ 70 | $ 1 | 69 | ||||||||
Stock-based compensation | 2,083 | 2,083 | |||||||||
Conversion of preferred stock (in shares) | 26,758,688 | ||||||||||
Conversion of preferred stock | 153,707 | $ 27 | 153,680 | ||||||||
Accrued dividend on preferred shares converted to common shares | 1,643,374 | ||||||||||
Accrued dividend on preferred shares converted to common shares | 0 | $ 1 | (1) | ||||||||
IPO issuance (in shares) | 8,333,000 | ||||||||||
Issuance of common stock from initial public offering, net of underwriting and issuance costs of $14,451 | 110,545 | $ 8 | 110,537 | ||||||||
Reclassification of warrant liability to equity | 8,660 | 8,660 | |||||||||
Net loss | (81,569) | (81,569) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 39,036,010 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 142,245 | $ 39 | $ 276,179 | $ (133,973) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Issuance costs | $ 14,451,000 | $ 124,000 |
Preferred Stock | ||
Issuance costs | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (81,569) | $ (23,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,307 | 879 |
Provision for warranty costs | 250 | 100 |
Change in fair value of warrants and loan commitment | 4,460 | 85 |
Amortization of debt discount | 350 | 0 |
Stock-based compensation | 2,083 | 517 |
Provision for excess and obsolete inventories | 301 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,178) | (76) |
Inventories | (20,645) | (762) |
Prepaid expenses and other current assets | (1,322) | (1,696) |
Other assets | (253) | (25) |
Accounts payable | 2,702 | 659 |
Accrued expenses and other current liabilities | 5,448 | 1,064 |
Deferred revenue | 559 | 85 |
Net cash used in operating activities | (86,507) | (22,434) |
Cash flows from investing activities | ||
Purchases of property and equipment | (3,798) | (1,442) |
Payments for patents acquired and capitalized | (20,425) | (333) |
Purchases of license | 0 | (520) |
Net cash used in investing activities | (24,223) | (2,295) |
Cash flows from financing activities | ||
Preferred stock issuance costs | 0 | (124) |
Proceeds from initial public offering of common stock, net of underwriting fees of $8,750 | 116,247 | 0 |
Proceeds received from borrowings on credit agreement | 10,000 | 25,000 |
Initial public offering costs paid | (5,702) | 0 |
Debt issuance cost paid | 0 | (907) |
Exercise of common stock options | 70 | 30 |
Net cash provided by financing activities | 130,655 | 103,999 |
Net change in cash | 19,925 | 79,270 |
Cash beginning | 106,641 | 27,371 |
Cash ending | 126,566 | 106,641 |
Non-cash investing and financing activities | ||
Transfer of Tranche B loan commitment to contra-debt upon additional borrowing under credit agreement | 841 | 0 |
Exercise of Series A-2 preferred stock warrants | 207 | 0 |
Conversion of redeemable convertible preferred stock to common stock upon closing of the initial public offering (including $24.7 million of accrued dividends) | 153,707 | 0 |
Conversion of preferred stock warrants to common stock warrants | 8,660 | 0 |
Fair value of warrants issued with credit agreement | 0 | 4,430 |
Fair value of loan commitment | 0 | 2,240 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 3,575 | 21 |
Series A-2 | ||
Cash flows from financing activities | ||
Proceeds from issuance or exercise of preferred stock | 40 | 0 |
Series C-2 | ||
Cash flows from financing activities | ||
Proceeds from issuance or exercise of preferred stock | 0 | 5,000 |
Series D | ||
Cash flows from financing activities | ||
Proceeds from issuance or exercise of preferred stock | $ 10,000 | $ 75,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Sale of stock, underwriting fees | $ 8,750 |
Dividends | $ 24,700 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | Nature of operations IsoPlexis Corporation (together with its subsidiaries, the “Company”) was incorporated in the State of Delaware in March 2013. The Company is a life sciences company building solutions to accelerate the development of curative medicines and personalized therapeutics. The Company’s award-winning single-cell proteomics systems reveal unique biological activity in small subsets of cells, allowing researchers to connect more directly to in-vivo biology and develop more precise and personalized therapies. The Company’s products have been adopted by researchers around the world, including each of the top 15 global pharmaceutical companies by revenue and by approximately 67% of the comprehensive cancer centers in the United States. On December 28, 2018, the Company created IsoPlexis UK Limited (“IsoPlexis UK”), which has remained dormant. IsoPlexis (Shanghai) Trading Co., Ltd. was created on October 9, 2021. Stock Split On September 27, 2021, the Company implemented an 8-for-1 forward stock split (the “Stock Split”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), pursuant to an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s board of directors and stockholders. As a result of the Stock Split, all Common Stock share and per share data and related information shown in these financial statements and related notes have been adjusted on a retroactive basis for all periods presented. There was no change in the par value of the Company’s Common Stock. Initial public offering On October 12, 2021, the Company closed an initial public offering (“IPO”) of its Common Stock through an underwritten sale of 8,333,000 shares of Common Stock at a price of $15.00 per share. The aggregate net proceeds from the IPO, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $110.5 million. The net proceeds from the IPO will be used for general corporate purposes. Preferred stock conversion Upon closing of the IPO on October 12, 2021, all 3,344,836 shares of redeemable convertible preferred stock that were outstanding immediately prior to the closing of the IPO automatically converted into 26,758,688 shares of Common Stock. In addition, the Company issued 1,643,374 shares of Common Stock to the holders of the redeemable convertible preferred stock outstanding immediately prior to the closing of the IPO in respect of accrued dividends thereon accrued to but not including October 12, 2021, based on the IPO price of $15.00 per share. COVID-19 The COVID-19 pandemic developed rapidly in 2020, with a significant number of cases. Measures taken by various governments to contain the virus have affected economic activity. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the Company’s employees (such as social distancing and working from home) and securing the supply of materials that are essential to the production process. At this stage, the impact on the Company’s business and results has not been significant and based on the Company’s experience to date, management expects this to remain the case. The Company will continue to follow the various government policies and advice. Liquidity and ability to continue as a going concern The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. During the years ended December 31, 2021 and 2020, the Company incurred a net loss of $81.6 million and $23.3 million, respectively, and used $86.5 million and $22.4 million in cash for operations, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $134.0 million. The Company expects to continue to generate operating losses and negative cash flows for the foreseeable future. The Company may seek additional funding in order to reach its business objectives. The Company may seek these funds either through public debt or equity offerings or further private equity financings, debt financings, and strategic alliances. The Company may not be able to obtain funding on acceptable terms, or at all, and the terms of any funding may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain additional funding, it could adversely affect the Company’s business prospects. The Company is subject to risks common to companies in the life sciences industry. There can be no assurance that the Company’s research and development will be successful, that adequate protection for its intellectual property will be maintained, that any products developed will obtain required regulatory approval, or that any approved products will be commercially viable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IsoPlexis UK Limited and IsoPlexis (Shanghai) Trading Co., Ltd. All intercompany transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are those used in the determination of the fair value of warrant liabilities, useful lives of long-lived assets, and estimated fair value of common stock for purposes of recording equity-based incentive compensation prior to the Company’s IPO. Cash The Company maintains its cash with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. Accounts receivable, net Accounts receivable are carried at their estimated collectible amounts. A ccounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company maintains an allowance for doubtful accounts for estimated losses. Inventories, net Inventories are valued at the lower of cost or market. Inventories are accounted for using the first-in, first-out method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory, shrinkage, and scrap are recorded based primarily on the Company’s estimated forecast of product demand and production requirements. Product and services revenue and cost of sales The Company primarily generates product revenue from the sale of single cell diagnostic equipment and consumables and also generates service revenues by measuring immune responses using the Company's technology. The Company recognizes revenue when and as control of products and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled from customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the transaction prices to each performance obligation in the contract, and recognizing revenue when or as the performance obligations have been satisfied. Revenue recognition for contracts with multiple performance obligations is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. If the product or service has no history of standalone sales or if the sales volume is not sufficient, the Company estimates standalone selling price maximizing the use of observable inputs such as expected cost plus a reasonable margin and competitor pricing. The Company contracts with its customers based on purchase orders, which are short-term single orders. The Company records revenue from sales of single cell diagnostic equipment and consumables when performance obligations under the terms of a contract with customers are satisfied, which is when control of the goods is transferred to the customer at the time of shipment. Invoicing typically occurs upon shipment and payment is typically due within 30 days from invoice. Product returns are minimal and must be requested by the customer within 72 hours of receipt. The Company recognizes service revenue when performance obligations under the terms of a contract with customers are satisfied, which is generally at the time the analysis data from measuring immune responses using the Company’s technology is made available to the customer. The Company also generates revenues through the sale of extended service type warranties, which are recognized ratably over the contract term as the Company is standing ready to provide services when and if needed. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities. Employee sales commissions are recorded as sales and marketing expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less. Cost of products and services revenue consists of labor, components and overhead costs related to the products sold and services delivered, as well as royalty expense and amortization under the license technology agreements described in Note 13. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. Once products begin selling that utilize the purchased intangibles technology, amortization is recorded to cost of product and service revenue. The Company makes judgements as to its ability to collect outstanding receivables and provides allowances when collections becomes doubtful. As of December 31, 2021 and 2020, no single customer represented 10% or more of revenue or accounts receivable. Property and equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, ranging from three The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 3 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Patents Costs related to filing and pursuing patent applications for products that have reached technological feasibility are capitalized and amortized over the estimated period to be benefited, not to exceed the patent lives, which may be as long as 17 years. Patent costs are amortized as part of cost of product and service revenue. The Company periodically evaluates capitalized patent costs to determine if any amounts should be written down. Patent costs for products that have not reached technological feasibility are expensed as incurred in general and administrative expenses since recoverability of such expenditures is uncertain. License agreements The Company has entered into and may continue to enter into license agreements to access and utilize certain technology. The Company evaluates if the license agreement results in acquisition of an asset or a business and then determines if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required and there is a probable future benefit from the license, the Company records the license as an asset and amortizes it over the estimated economic life. The Company records the amortization as a cost of product and service revenue. Leases The Company records rent expense on a straight-line basis over the life of the lease. In cases of escalating rental payments, the Company records rent expense on a straight-line basis with an offset to deferred rent liability. Shipping and handling Shipping and handling expenses are included in cost of product revenue. Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are recorded as a receivable and other income in the year the R&D tax credits relate to, as it is reasonably assured that the R&D tax credits will be received, based upon the Company’s history of filing for and receiving the tax credits. R&D tax credits receivable where cash is expected to be received by the Company more than one year after the balance sheet date are classified as noncurrent in the consolidated balance sheets . The Company has recorded $0.6 million and $0.4 million of R&D tax credits receivable as of December 31, 2021 and 2020, respectively. Loan commitment The Company’s Credit Agreement (see Note 7) contains a commitment from the lender for a third tranche of debt under certain conditions. The Company has determined the commitment represents a freestanding financial instrument under the definition provided within the ASC Glossary, and therefore has initially recorded it at fair value, with reductions in fair value that have occurred each period recorded in earnings. The balance of $1.2 million and $2.2 million is included in other assets in the consolidated balance sheet at December 31, 2021 and 2020, respectively. Detachable warrants The Company accounts for detachable warrants on its preferred stock as freestanding financial instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, (“ASC 840”) which requires the Company to separately account for the detachable warrants at fair value. Under liability classification prior to the IPO, the fair value used for the warrants was calculated using the Black-Scholes valuation model. Upon IPO, the warrants were converted into common stock warrants and as a result of meeting the criteria for equity classified instruments in ASC 480, were reclassified into equity at the fair value at conversion. See Notes 3 and 7. Fair value measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; 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 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include loan commitment assets and warrant liabilities (Note 3). The fair value was determined based on Level 3 inputs as described in Note 3. An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. The Company did not elect to measure any additional financial instruments or other items at fair value. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2021 or 2020. The company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2021 or 2020. Income taxes The Company has adopted the accounting guidance within ASC 740 on uncertainties in income taxes. ASC Topic 740, Income Taxes, (“ASC 740”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. Deferred income taxes result primarily from temporary differences between the recognition of stock-based compensation and certain other expenses for both financial statement and income tax reporting purposes as well as net operating loss and tax carryforwards. Valuation allowances are recorded to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. The Company has no unrecognized tax benefits at December 31, 2021 and 2020 and its income tax returns after for prior years in which a net operating loss was incurred and carried forward are subject to audit by the applicable taxing authorities. The Company will recognize any interest and penalties associated with tax matters as part of income tax expense. Stock-based compensation The Company measures stock option awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. ASC 718, Stock Compensation , requires the recognition of stock-based compensation expense, using a fair value-based method, for costs related to all stock options granted. Stock-based compensation awards consist of stock options and restricted stock awards, which function similar to restricted stock units. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the estimated fair value of its common stock as well as other variables including, but not limited to, the expected term that stock options will remain outstanding, the expected common stock price volatility over the term of the stock option, risk-free interest rates and expected dividends. The fair value of stock options is recognized over the period during which an optionee is required to provide services in exchange for the stock option award, known as the requisite service period, on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The grant date is determined based on the date when a mutual understanding of the key terms of the stock option awards are established. Due to the lack of Company-specific historical implied volatility data, the Company bases its computations of expected volatility on the historical volatility of a representative group of public companies with similar characteristics of the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The estimated fair value of the Company’s common stock was determined at each grant based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Estimates of the fair value of common stock are no longer necessary to determine the fair value of new awards in periods ended after the closing of the IPO since the underlying shares have begun trading publicly. Impairment of long-lived and intangible assets The Company evaluates the recoverability of its long-lived assets, which include property and equipment and intangible assets, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset or asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset or asset group is expected to generate. If that review indicates that the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset or asset group exceeds its fair value. There were no impairment indicators in 2021 or 2020. Preferred stock The Company records all shares of redeemable preferred stock at their respective fair values less issuance costs on the dates of issuance. As of December 31, 2020, preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events, which are events that are not considered solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets, the preferred stock would become redeemable. All series of preferred stock outstanding as of October 12, 2021 were converted into common stock as a result of the Company’s IPO. The Company’s Amended and Restated Certificate of Incorporation dated October 12, 2021, authorizes preferred shares that are not subject to redemption or conversion. No preferred shares are issued or outstanding as of December 31, 2021. Derivatives Upon issuing financial instruments, the Company assesses whether the nature of the host contract and any of the features embedded within the financial instrument could be considered derivatives that require bifurcation. In determining whether the embedded features represent derivatives that could require bifurcation, the Company assesses whether the economic characteristics of embedded features are not clearly and closely related to the economic characteristics and risks of the remaining component of the financial instruments (i.e., the host contracts), whether the instrument is measured at fair value with changes in fair value reported in earnings as they occur and whether a separate, non-embedded instrument with the same terms as the embedded instruments would meet the definition of a derivative instrument. When it is determined that all of the criteria above are met, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. Research and development costs Research and development expenses consist of costs incurred to develop an automated method and instrument and consumable assay (platform) that proves feasibility and expands the capability of the Company's technology. Research and development expenses include personnel costs for the Company’s research and product development employees, as well as non-personnel costs such as facilities and overhead costs attributable to research and development, and professional fees payable to third parties for research services. Research and development costs are expensed as incurred. Product warranties The Company generally provides a one-year warranty on instruments. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews the warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. Product warranties are meant to ensure all the Company’s instruments are operating effectively and based on the terms of the purchase or service agreement. Foreign currency transactions The Company is subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized an immaterial amount of foreign currency transaction losses for the years ended December 31, 2021 and 2020. These amounts have been included in Other income and (expense), net in the Consolidated Statement of Operations. Net loss per share attributable to common stockholders The Company calculates basic net loss per share and diluted net loss per share using the weighted-average number of shares of common stock outstanding for the period. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of shares of the Company’s common stock and participating securities. The Company’s redeemable preferred stock contained a cumulative annual dividend right whether or not declared, which after consideration increases the net loss available to common stockholders. The Company’s redeemable preferred stock also contained participation rights in any dividend paid by the Company as well as residuals in liquidation and were deemed to be participating securities. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which net loss is recorded. Except where the result would be antidilutive to net income (loss), diluted net income (loss) per share is computed assuming the exercise of common stock options and the conversion of outstanding shares of preferred stock. Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. The Company manages its operations as a single segment for the purposes of allocating resources, assessing performance, and making operating decisions. For revenue by geographic area see Note 4. Immaterial correction of prior period financial statements The Company has corrected the previously issued financial statement for the year ended December 31, 2020, as the result of an error identified in the calculation of cumulative dividends on the previously outstanding preferred stock. The correction resulted in an increase of $4.1 million in accrued dividends presented for the year ended December 31, 2020, from $2.0 million previously reported to $6.1 million as corrected. The correction also had the impact of increasing the net loss attributable to common stockholders by the same amount, from $25.2 million to $29.4 million, with a corresponding change in net loss per share of $1.99, from $12.07 to $14.06. The correction had no impact on total net loss presented in the statement of operations and had no impact on the consolidated balance sheets, statement of changes in redeemable preferred stock and shareholders’ deficit or statement of cash flows. New accounting standards not yet effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard established a right-of-use model that requires all lessees to recognize right-of-use assets and liabilities on their balance sheet that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to their leasing arrangements. The Company adopted the standard on January 1, 2022, using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2022. The Company is finalizing its evaluation of the impact that the adoption will have on the consolidated financial statements and estimates a range of $5.0 million to $5.8 million of right-of-use assets and lease liabilities will be recognized upon adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard will be effective for the Company on January 1, 2023. The Company has not yet determined the impact the adoption of this standard will have on the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides companies with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows companies to account for a modified contract as a continuation of an existing contract. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company has certain debt instruments for which the interest rates are indexed to LIBOR, and as a result, is currently evaluating the effect that the implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Certain of the Company’s assets and liabilities are recorded at fair value, as described below. The following tables set forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Loan commitment asset $ — $ — $ 1,169 $ 1,169 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 4,637 $ 4,637 Loan commitment asset $ — $ — $ 2,240 $ 2,240 Under ASC 480, the preferred stock warrants (see Note 7) were freestanding financial instruments that qualified as liabilities required to be recorded at their estimated fair value at the inception date and remeasured at each reported balance sheet date thereafter until settlement. The warrant exercisable into Series A-2 redeemable convertible preferred stock was exercised on May 11, 2021, at an exercise price of $12.58606 per share for 3,178 shares of Series A-2 redeemable convertible preferred stock. Upon closing of the IPO on October 12, 2021, the warrant held by Perceptive Credit Holdings III, LP to purchase Series D redeemable convertible preferred stock was converted to a warrant exercisable to purchase 811,374 shares of common stock under the same terms as the original warrant. This common stock warrant is no longer considered “potentially redeemable” and the outstanding balance of the warrant liability has been reclassified into equity in accordance with ASC 480 for the year ended December 31, 2021. The fair value of the warrant liability was estimated using a Black-Scholes Option Pricing Model, with the following significant unobservable inputs (Level 3): October 12, December 31, Series D Series A-2 Series D Stock price $ 124.62 $ 76.92 $ 76.92 Exercise price $ 76.92 $ 12.59 $ 76.92 Expected term (in years) 9.2 4.7 10 Volatility 55 % 50 % 50 % Dividend rate — % — % — % Risk-free interest rate 1.45 % 0.36 % 0.93 % The Company’s volatility was estimated at each valuation date based on the price history for guideline companies looking back over the number of years equal to the expected term. The Company did not change the manner in which it values assets and liabilities that are measured at fair value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2021 and 2020. The fair value of the loan commitment was estimated based on the present value of future expected cash flows discounted at the Company’s effective interest rate of 14.12% and 13.98% at December 31, 2021 and 2020, respectively. The following table presents changes during the years ended December 31, 2021 and 2020 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Loan Commitment Series D Series A Balances at January 1, 2020 $ — $ — $ 122 Issuance 2,240 4,430 — Change in estimated fair value — — 85 Balances at December 31, 2020 2,240 4,430 207 Exercise of warrant — — (207) Exercise of Tranche B loan commitment (841) — — Change in estimated fair value (230) 4,230 — Conversion to common share warrant — (8,660) — Balances at December 31, 2021 $ 1,169 $ — $ — The above fair value measurements are sensitive to changes in underlying unobservable inputs. A change in those inputs could result in a significantly higher or lower fair value measurement. The full amount of the Tranche B term loan was drawn and $0.8 million was reclassified from the loan commitment to debt discount on May 27, 2021. As of December 31, 2021, $15.0 million under Tranche C originally remained available through March 31, 2022. On March 30, 2022, we entered into a Third Amendment to Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP pursuant to which the prior $15.0 million Tranche C term loan, which was available through March 31, 2022 subject to several conditions, was changed to $7.5 million and such amount was borrowed on March 30, 2022. In addition, the Third Amendment added a new $7.5 million Tranche D term loan, which remains available through June 30, 2022 subject to several conditions, including pro forma compliance with the covenant showing total revenue of at least $16.8 million for the twelve-month period ending March 31, 2022. In connection with entering into the above-referenced Third Amendment to the Credit Agreement, on March 30, 2022, the Company amended the warrant that had been previously issued to Perceptive Credit Holdings III, LP to purchase up to 811,374 shares of common stock at an exercise price of $9.62 per share. The warrant exercise price was amended to $6.00 per share. Changes in fair value of the warrants and loan commitment is included in other expense (income), net in the consolidated statements of operations. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumables used in single cell research equipment. Service and other revenue primarily consists of revenue generated from measuring immune responses using the Company’s technology. Revenue by source Year Ended December 31, (in thousands) 2021 2020 Instruments $ 11,420 $ 7,432 Consumables 4,781 1,886 Extended service warranty 681 357 Other service revenue 376 712 Total revenue $ 17,258 $ 10,387 Revenue by geographic area Year Ended December 31, Based on region of destination (in thousands) 2021 2020 Americas (1) $ 12,798 $ 7,558 Europe (2) 2,289 878 Greater China (3) 1,311 1,129 Asia-Pacific (4) 860 822 Total revenue $ 17,258 $ 10,387 ________________ (1) Region includes revenue from the United States of America and Canada (2) Region includes revenue from the United Kingdom, Belgium, France, Czech Republic, Spain, Germany, Sweden, Italy, Israel and Switzerland (3) Region includes revenue from China and Taiwan (4) Region includes revenue from Singapore, Japan, Australia, and Korea Performance obligations The Company regularly enters into contracts with multiple performance obligations. Most performance obligations are generally satisfied within a short time after the contract execution date. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $0.9 million, of which substantially all is expected to be recognized as revenue during 2022. Contract balances Contract balances represent amounts presented in the consolidated balances sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances included accounts receivable (see Note 5) and deferred revenue. Accounts receivable balances represent amounts billed to customers for goods and services when the Company has an unconditional right to payment of the amount billed. Deferred revenue, as of December 31, 2021 and 2020 was $0.9 million and $0.4 million respectively. Deferred revenue represents cash consideration received from customers for which all services or products have not yet been transferred. Revenue recorded in 2021 included $0.1 million of previously deferred revenue that was included in contract liabilities as of December 31, 2020. |
Supplemental Balance Sheet Deta
Supplemental Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Details | Supplemental Balance Sheet Details Accounts receivable, net consists of the following: December 31, (in thousands) 2021 2020 Accounts receivable $ 4,146 $ 2,972 Allowance for doubtful accounts (46) (50) Total accounts receivable, net $ 4,100 $ 2,922 December 31, (in thousands) 2021 2020 Allowance for doubtful accounts, beginning of year $ 50 $ 50 Write-offs of uncollectable accounts (4) — Provision for allowance for doubtful accounts — — Allowance for doubtful accounts, end of year $ 46 $ 50 Inventories, net consists of the following: December 31, (in thousands) 2021 2020 Raw materials $ 22,179 $ 3,631 Work in process — 28 Finished goods 2,481 356 Reserve for excess and obsolete inventory (361) (60) Total inventories, net $ 24,299 $ 3,955 Property and equipment, net consist of the following: December 31, (in thousands) 2021 2020 Furniture and equipment $ 5,585 $ 2,848 Computers and technology 2,139 1,453 Leasehold improvements 1,073 698 Total 8,797 4,999 Accumulated depreciation (3,019) (1,772) Property and equipment, net $ 5,778 $ 3,227 Depreciation expense was $1.2 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2021 2020 Accrued compensation $ 3,656 $ 867 Accrued operating expenses 3,556 1,081 Other, including warranties 615 181 Total accrued liabilities $ 7,827 $ 2,129 Accrued compensation includes commissions of $0.9 million, vacation of $0.4 million, and bonuses of $2.2 million at December 31, 2021 compared to commissions of $0.4 million, vacation of $0.2 million and bonuses of $0.2 million at December 31, 2020. Accrued compensation increased significantly due to the increase in number of employees hired year |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets Intangible assets consist of the following: December 31, 2021 (in thousands) Remaining Useful Life (Years) Gross Accumulated Amortization Net Patents 9 - 14 $ 21,607 $ 981 $ 20,626 Capitalized licenses 1 - 4 670 288 382 Total intangible assets $ 22,277 $ 1,269 $ 21,008 December 31, 2020 (in thousands) Remaining Useful Life Gross Accumulated Amortization Net Patents 8 - 14 $ 1,182 $ 52 $ 1,130 Capitalized licenses 2 - 5 670 157 513 Total intangible assets $ 1,852 $ 209 $ 1,643 Amortization expense was $1.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. On May 12, 2021, the Company entered into a Patent Purchase Agreement to purchase a collection of 86 patents related to DNA and RNA sequencing for an aggregate purchase price of $20.0 million. The Company closed the acquisition on May 15, 2021. The estimated annual amortization of intangible assets for the next five years is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Year Estimated Annual Amortization 2022 $ 1,675 2023 1,675 2024 1,675 2025 1,592 2026 1,564 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DebtOn December 30, 2020, the Company closed on a $50.0 million Credit Agreement with a significant equity investor, of which the Company borrowed $25.0 million immediately upon closing. In May 2021, the Company borrowed an additional $10.0 million. An additional $15.0 million originally remained available through March 31, 2022 subject to a revenue milestone, defined as total revenue of at least $20.0 million over the twelve-month period most recently ended. On March 30, 2022, we entered into a Third Amendment to Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP pursuant to which the prior $15.0 million Tranche C term loan, which was available through March 31, 2022 subject to several conditions, was changed to $7.5 million and such amount was borrowed on March 30, 2022. In addition, the Third Amendment added a new $7.5 million Tranche D term loan, which remains available through June 30, 2022 subject to several conditions, including pro forma compliance with the covenant showing total revenue of at least $16.8 million for the twelve-month period ending March 31, 2022. Borrowings under the Credit Agreement bear interest at the one-month LIBOR, with a 1.75% floor, plus a 9.50% margin (11.25% at December 31, 2021). Monthly payments of interest-only are due over the term of the loan with no scheduled loan amortization. Amounts borrowed are due and payable on the maturity date, December 30, 2025. The loan is secured by substantially all of the Company’s assets. Financial covenants include a $3.0 million minimum cash balance at all times and minimum revenue amounts measured on a quarterly basis. On October 29, 2021, the Company entered into the Second Amendment to, among other things, eliminate the minimum total revenue covenant for the twelve months ending September 30, 2021 and December 31, 2021 and reset the minimum total revenue covenants thereafter. Pursuant to the Second Amendment, the minimum total revenue covenant, as amended, will resume being tested for the twelve months ending March 31, 2022. The total minimum revenue covenant requirements for the next twelve months are as follows: Twelve-Month Period Ended Minimum Total Revenue (in thousands) March 31, 2022 $ 16,797 June 30, 2022 18,256 September 30, 2022 21,722 December 31, 2022 26,545 In connection with the Credit Agreement closing, the Company issued to the lender warrants to purchase 97,504 shares of Series D preferred stock. The warrants have a 10-year contractual life and an exercise price of $76.92 per warrant share. The fair value at issuance was estimated at $4.4 million and was recorded as a warrant liability. Upon closing of the IPO on October 12, 2021, the Series D redeemable convertible preferred stock warrant was converted into a warrant exercisable for a total of 811,374 shares of common stock with an exercise price of $9.62 per warrant share. In connection with the Third Amendment to the Credit Agreement dated March 30, 2022, the exercise price of the warrants has been changed from $9.62 per warrant share to $6.00 per warrant share. This common stock warrant is no longer considered “potentially redeemable” and the fair value of the warrant liability as of October 12, 2021 has been reclassified into equity in accordance with ASC 480 for the year ended December 31, 2021 (see Note 3). In addition, given that the Credit Agreement contained additional tranches of potential borrowings at inception, the Company identified and recorded within other assets on the balance sheet a $2.2 million asset related to future loan commitments at December 30, 2020. During 2021, $0.8 million was reclassified as a reduction in the carrying value of the $10.0 million tranche drawn in May 2021 on a pro-rata basis, and will be amortized over the remaining term of the debt. As of December 31, 2021, a $1.2 million asset related to the future loan commitment remains within other assets on the balance sheet. The Company determined that the loan commitment meets the definition within ASC 480 as a freestanding financial instrument to be recorded at fair value given that it is both (1) legally detachable per the explicit ability provided to the creditor allowing it to assign all or part of its interest under the Credit Agreement to any person or entity; and (2) separately exercisable given that it can be exercised or not exercised at the Company’s option without impacting the outstanding balance of the original $25.0 million borrowed upon execution of the Credit Agreement. The remaining proceeds were allocated to the value of the initial debt borrowed and the discount resulting on such debt is being amortized over the term of the Credit Agreement. On December 31, 2021, the process of cessation of LIBOR as a reference rate takes effect. After December 31, 2021, new borrowings will no longer use LIBOR as a reference rate. Instead, these borrowings will be subject to an interest rate based on either the Secured Overnight Financing Rate (“SOFR”), which is deemed a replacement benchmark for LIBOR under the Credit Agreement, or an alternate index to be agreed upon; provided that if such alternate rate of interest shall be less than 1.75%, such rate shall be deemed to be 1.75% for the purposes of the Credit Agreement. Between December 31, 2021 and June 30, 2023, any legacy borrowings may continue to use LIBOR as the basis for interest rates. After June 30, 2023, all borrowings will be based on SOFR or the alternate index. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Common stock As of December 31, 2021 and 2020, the Company had authorized 400,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), of which a total of 39,036,010 shares and 2,133,904 shares were outstanding, respectively. Preferred stock Upon closing of the IPO on October 12, 2021, all 3,344,836 shares of redeemable convertible preferred stock that were outstanding immediately prior to the closing of the IPO automatically converted into 26,758,688 shares of Common Stock. In addition, the Company issued 1,643,374 shares of Common Stock to the holders of the redeemable convertible preferred stock outstanding immediately prior to the closing of the IPO in respect of accrued dividends thereon accrued to but not including October 12, 2021, based on the IPO price of $15.00 per share. Redeemable preferred stock prior to conversion was as follows: (in thousands, except share amounts) Series A Series A-2 Series B Series B-2 Series C Series C-2 Series D Preferred Shares authorized 253,862 293,180 376,061 237,183 564,287 515,218 1,202,549 Preferred Shares outstanding prior to conversion 253,862 293,180 376,061 237,183 564,287 515,218 1,105,045 Aggregate liquidation preference $ 2,849 $ 5,930 $ 9,890 $ 9,724 $ 31,241 $ 28,676 $ 90,315 Under the Amended and Restated Certificate of Incorporation filed upon the Company’s IPO, the Company authorized 20,000,000 shares of non-redeemable preferred stock, $0.001 par value per share (“Preferred Stock”), of which no shares were outstanding at December 31, 2021. |
Equity based compensation
Equity based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity based compensation | Equity based compensation The Company's 2014 Stock Plan (the “2014 Plan”) provided for the granting of stock options or restricted stock to key employees, officers, directors and consultants. Upon effectiveness of the 2021 Plan (as defined below), no further issuances were made under the 2014 Plan. The Company’s 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”) was adopted by its board of directors and became effective on October 7, 2021. Following the IPO, all equity-based awards are granted under the 2021 Plan. The 2021 Plan provides for the grant of both non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred share units, cash incentive awards and other equity-based or equity-related awards to the Company’s employees, officers, directors and consultants. The terms of equity awards granted under the 2021 Plan to date are consistent with those granted under the 2014 Plan, as described below. The maximum number of shares of common stock reserved under the 2021 Plan is 3,271,801, plus the number of shares of the Company’s common stock underlying awards under the 2014 Plan, not to exceed 5,113,324 shares, that become available again for grant under the 2014 Plan in accordance with its terms. The share pool will automatically increase on January 1 of each year beginning with January 1, 2022 by the lesser of (i) five percent (5%) of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year and (ii) such number of shares of common stock determined by the Compensation Committee. Stock options Stock options expire 10 years from the date of grant. The stock options and restricted stock awards generally vest 25% upon the one-year anniversary of the service inception date and then ratably each month over the remaining 36 months. Upon termination of service, any unvested stock options are forfeited and returned to the Company. Vested stock options that are not exercised within the specified period, according to the terms and conditions of the option plan, following the termination as an employee, consultant, or service provider to the Company are surrendered back to the Company. Those stock options are added back to the 2021 Plan and made available for future grants. Compensation cost is recorded on a straight-line basis over the requisite service period of the award based on the fair value of the options issued on the measurement date. The following table summarizes stock option activity for the year ended December 31, 2021: Options Weighted Weighted Aggregate Outstanding as of December 31, 2020 3,076,904 $ 0.72 7.2 Granted 2,289,400 4.95 Forfeited (93,982) 1.74 Exercised (167,044) 0.47 Outstanding as of December 31, 2021 5,105,278 $ 2.62 7.7 $ 34,125 Vested and expected to vest as of December 31, 2021 5,105,278 $ 2.62 7.7 $ 34,125 Exercisable at December 31, 2021 2,536,521 $ 0.74 6.2 $ 21,441 The weighted-average grant-date fair value of stock options awarded during the years ended December 31, 2021 and 2020 was approximately $6.36 per share and $0.59 per share, respectively. The aggregate grant date fair value of stock options vested during the years ended December 31, 2021 and 2020 were $66,000 and $44,000, respectively. As of December 31, 2021, there was a total of $12.8 million of unrecognized employee compensation costs related to non-vested stock option awards expected to be recognized over a weighted average period of 3.4 years. The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Year Ended December 31, 2021 2020 Risk-free interest rate 0.94% - 1.40% 0.22 % Expected term (in years) 7 7 Expected volatility 50%- 55% 50 % Expected dividend yield — — Exercise prices $1.83 - $15.05 $1.03 Estimated fair value of common stock $4.20 - $15.05 $1.03 - $1.50 The risk-free interest rate assumption was based upon observed interest rates appropriate for the expected term of the stock options. Prior to the Company’s IPO in October 2021, the expected volatility used was based on volatility of a group of similar entities, referred to as “guideline” companies. Subsequent to the IPO, the company continued to estimate its volatility based on the volatility of a group of similar entities, referred to as its “peer group”. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size. The expected term is based on the average of the vesting period and the legal term. The Company has not declared any dividends in its history and does not expect to issue dividends over the life of the stock options and therefore has estimated the dividend yield to be zero. Restricted stock awards Restricted stock awards are rights to receive shares of the Company’s Common Stock upon meeting specified vesting requirements. The fair value of a restricted stock award is the market value as determined by the closing price of the stock on the day of grant. These awards were granted under the Company’s 2021 Plan. The following table summarizes restricted stock award activity for the year ended December 31, 2021: Restricted Stock Awards Weighted Unvested as of December 31, 2020 — $ — Granted 507,013 8.46 Vested — — Forfeited — — Unvested as of December 31, 2021 507,013 $ 8.46 No restricted stock awards vested during the year ended December 31, 2021. As of December 31, 2021, there was approximately $4.3 million of total unrecognized compensation cost related to restricted stock awards. This amount is expected to be recognized over the remaining weighted-average vesting period of 3.9 years. Employee stock purchase plan In the third quarter of 2021, the Company approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective upon completion of our IPO. A total of 389,500 shares of Common Stock was initially reserved for issuance under the ESPP on October 7, 2021. The maximum number of shares of the Company’s Common Stock which will be authorized for sale under the ESPP is equal to 2,400,000 shares. The number of shares of Common Stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022, through January 1, 2031, by the lesser of (1) 1% of the number of outstanding shares of Common Stock as of the last day of the immediately preceding calendar year and (2) such number of shares of Common Stock determined by the administrator of the ESPP, provided, however, that in no event shall more than 2,400,000 shares of Common Stock be issued under the ESPP. As of December 31, 2021, there has not been an offering under the ESPP and no shares of Common Stock have been purchased under the ESPP. Expense The following table summarizes stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2021 2020 Research and development $ 310 $ 35 General and administrative 1,305 455 Sales and marketing 468 27 Total stock-based compensation expense $ 2,083 $ 517 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Operating leases The Company has multiple operating lease commitments for office space and equipment, which expire through 2026. The future rental payments required by the Company under the operating leases are approximately as follows: (in thousands) Year Ended December 31, 2022 $ 1,523 2023 1,386 2024 1,328 2025 1,187 2026 687 Thereafter — Total $ 6,111 The table above includes amounts for leases that were entered into as of January 1, 2022 and a number of short-term leases. The rent expense for the years ended December 31, 2021 and 2020 was approximately $1.4 million and $0.9 million, respectively. Purchase Commitments On May 12, 2021 the Company entered into a Supply Agreement with QIAGEN GmbH (the “Supply Agreement”), pursuant to which they have agreed to supply certain reagents to the Company, and the Company has agreed to certain annual minimum purchases. The future minimum purchase values are as follows: (in millions) Year Ended December 31, 2022 $ 2.5 2023 4.0 2024 5.0 2025 7.0 2026 9.0 2027 10.0 Total $ 37.5 |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Product warranties | Product warranties The Company warrants certain products generally for periods of one year following the delivery date. Accrued warranty costs are included in accrued expenses and other current liabilities. December 31, (in thousands) 2021 2020 Accrued warranty costs, beginning of year $ 135 $ 85 Cost of warranty services during the year (100) (50) Estimated provision for warranty costs 250 100 Accrued warranty costs, end of year $ 285 $ 135 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesFor the years ended December 31, 2021 and 2020, the Company did not have a current or deferred income tax expense or benefit as the Company has incurred losses since inception. The effective tax rate for the Company for the years ended December 31, 2021 and 2020 was zero percent. A reconciliation of the anticipated income tax rate by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations is as follows: Year Ended December 31, 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % State income taxes 2.2 % 4.5 % Permanent items (1.2) % — % Stock-based compensation 0.4 % — % Other 0.6 % — % Change in valuation allowance (23.0) % (25.5) % Effective income tax rate — % — % The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: December 31, (in thousands) 2021 2020 Deferred tax assets: Stock based compensation $ 702 $ 172 Other accruals 526 64 Deferred revenue 40 78 Inventory adjustments 90 26 Intangible assets 91 5 Net operating losses 30,585 13,278 Federal and state tax credits 1,288 928 Total deferred tax assets 33,322 14,551 Valuation allowance (33,207) (14,489) Deferred tax assets, net of valuation allowance 115 62 Deferred tax liabilities: Depreciation and amortization (115) (62) Total deferred tax liabilities (115) (62) Deferred tax assets and liabilities, net of valuation allowance $ — $ — As of December 31, 2021, the Company had net operating loss carryforwards for federal purposes of approximately $12.7 million, which expire at various dates through 2033 and approximately $112.8 million which have no expiration. The Company also had state net operating loss carryforwards of approximately $79.2 million, which expire at various dates through 2043. The Company had federal research and development tax credit carryforwards available to offset future federal income taxes of approximately $1.1 million and state of Connecticut research and development tax credit carryforwards available to offset future state income taxes of approximately $0.2 million. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted which included provisions related to NOL carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post-2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any income tax benefit related to these provisions due to its net operating losses in the current year and all prior years. The Company’s valuation allowance increased during 2021 by $18.7 million primarily due to the generation of net operating losses. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2021 and 2020, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company concluded that it is more likely than not that the Company will not realize or the benefits of the net deferred tax assets. Accordingly, the Company maintained a full valuation allowance as of December 31, 2021 and 2020. Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since becoming a “loss corporation” as defined in Section 382. Future changes in stock ownership, which may be outside of the Company’s control, may trigger an ownership change. In addition, future equity offerings or acquisitions that have an equity component of the purchase price could result in an ownership change. If an ownership change has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in the expiration of a portion of the federal and state net operating losses and tax credit carryforwards before utilization, the reduction of the Company’s gross deferred tax assets and corresponding calculation allowance, and increased future tax liability to the Company. As of December 31, 2021 and 2020, the Company did not have any unrecognized tax benefits. The Company has completed a study for the research and development credit carryforwards through December 31, 2020, and has not yet completed a study of research and development credit carryforwards for the year ended December 31, 2021. This study, once completed, may result in an adjustment to the Company’s research and development credit carryforwards; however, until the study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment were required. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
Technology License Agreements
Technology License Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Technology license agreements | Technology license agreements License and Supply and Non-Exclusive License Agreements The Company is party to certain license and supply agreements that provide the Company with commercial access rights to certain supplies. Under certain of the Company’s supply agreements, separate from the Supply Agreement discussed in Note 10, the Company is required to make annual minimum purchases of supplies (with such minimums ranging from $25,000 per year to $500,000 per year under the applicable agreements) during the terms of such agreements, which ranges from 5 to 6 years. The Company is also required to pay royalties on net sales of certain products and services under the license and supply agreements at rates that range from mid single-digit to low double-digit percentage. The Company is also party to a non-exclusive sublicense agreement that provides the Company with a non-exclusive sublicense to certain patent rights. During the term of the agreement, the Company is required to pay royalties at a low single-digit percentage rate on net revenue of products and services that are covered by the licensed patent rights. This agreement also contained a provision for a $0.2 million payment upon a change of control or IPO event, which the Company paid in December 2021. For the years ended December 31, 2021 and 2020, the Company incurred an immaterial amount in royalty expense pursuant to these agreements. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Legal proceedingsThe Company may be party to a litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company is not currently a party to any material legal proceedings, and the Company’s management believes that there are currently no claims or actions pending against the Company, the ultimate disposition of which could have a material adverse effect on the Company’s results of operations or financial condition. |
Other income (expense), net
Other income (expense), net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other income (expense), net | Other income (expense), netOther income (expense), net consisted of the following: Year Ended December 31, (in thousands) 2021 2020 Grant revenue $2,667 $4,117 Change in fair value of warrants and loan commitment (4,460) (85) Other income (expense) 165 — Other income (expense), net $(1,628) $4,032 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have an anti-dilutive effect: Year Ended December 31, 2021 2020 Options outstanding to purchase common stock 5,105,278 3,076,904 Convertible preferred stock (as converted to common stock) — 25,693,216 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactionsThe Company has license agreements with Yale University and California Institute of Technology, which are holders of Common Stock. As described in Note 7, the Company has a Credit Agreement with Perceptive Credit Holdings III, LP, which is a holder of Common Stock. There are no current receivables or payables due from or to these entities as of December 31, 2021 and 2020. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plansThe Company maintains a retirement and profit sharing plan under Section 401(k) of the Internal Revenue Code for all of its domestic employees that meet certain qualifications. Participants in the plan may elect to contribute up to the maximum allowed by law. The Company elected to match 3% of the participant’s contributions beginning in the year 2021. For the year ended December 31, 2021, the Company recorded $0.6 million of expense for company contributions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events The Company has evaluated for subsequent events through March 30, 2022, the date these financial statements were issued. On March 30, 2022, the Company entered into a Third Amendment to Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP pursuant to which the prior $15.0 million Tranche C term loan, which was available through March 31, 2022 subject to several conditions, was changed to $7.5 million and such amount was borrowed on March 30, 2022. In addition, the Third Amendment added a new $7.5 million Tranche D term loan, which remains available through June 30, 2022 subject to several conditions, including pro forma compliance with the covenant showing total revenue of at least $16.8 million for the twelve-month period ending March 31, 2022. In connection with entering into the above-referenced Third Amendment to the Credit Agreement, on March 30, 2022, the Company amended the warrant that had been previously issued to Perceptive Credit Holdings III, LP to purchase up to 811,374 shares of common stock at an exercise price of $9.62 per share. The warrant exercise price was amended to $6.00 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IsoPlexis UK Limited and IsoPlexis (Shanghai) Trading Co., Ltd. All intercompany transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are those used in the determination of the fair value of warrant liabilities, useful lives of long-lived assets, and estimated fair value of common stock for purposes of recording equity-based incentive compensation prior to the Company’s IPO. |
Cash | CashThe Company maintains its cash with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. |
Accounts receivable | Accounts receivable, net Accounts receivable are carried at their estimated collectible amounts. A ccounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company maintains an allowance for doubtful accounts for estimated losses. |
Inventories | Inventories, net Inventories are valued at the lower of cost or market. Inventories are accounted for using the first-in, first-out method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory, shrinkage, and scrap are recorded based primarily on the Company’s estimated forecast of product demand and production requirements. |
Product and services revenue, accounts receivable and cost of sales, Shipping and handling | Product and services revenue and cost of sales The Company primarily generates product revenue from the sale of single cell diagnostic equipment and consumables and also generates service revenues by measuring immune responses using the Company's technology. The Company recognizes revenue when and as control of products and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled from customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the transaction prices to each performance obligation in the contract, and recognizing revenue when or as the performance obligations have been satisfied. Revenue recognition for contracts with multiple performance obligations is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. If the product or service has no history of standalone sales or if the sales volume is not sufficient, the Company estimates standalone selling price maximizing the use of observable inputs such as expected cost plus a reasonable margin and competitor pricing. The Company contracts with its customers based on purchase orders, which are short-term single orders. The Company records revenue from sales of single cell diagnostic equipment and consumables when performance obligations under the terms of a contract with customers are satisfied, which is when control of the goods is transferred to the customer at the time of shipment. Invoicing typically occurs upon shipment and payment is typically due within 30 days from invoice. Product returns are minimal and must be requested by the customer within 72 hours of receipt. The Company recognizes service revenue when performance obligations under the terms of a contract with customers are satisfied, which is generally at the time the analysis data from measuring immune responses using the Company’s technology is made available to the customer. The Company also generates revenues through the sale of extended service type warranties, which are recognized ratably over the contract term as the Company is standing ready to provide services when and if needed. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities. Employee sales commissions are recorded as sales and marketing expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less. Cost of products and services revenue consists of labor, components and overhead costs related to the products sold and services delivered, as well as royalty expense and amortization under the license technology agreements described in Note 13. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. Once products begin selling that utilize the purchased intangibles technology, amortization is recorded to cost of product and service revenue. The Company makes judgements as to its ability to collect outstanding receivables and provides allowances when collections becomes doubtful. Shipping and handling Shipping and handling expenses are included in cost of product revenue. |
Property and equipment | Property and equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, ranging from three The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 3 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) |
Patents | Patents Costs related to filing and pursuing patent applications for products that have reached technological feasibility are capitalized and amortized over the estimated period to be benefited, not to exceed the patent lives, which may be as long as 17 years. Patent costs are amortized as part of cost of product and service revenue. The Company periodically evaluates capitalized patent costs to determine if any amounts should be written down. Patent costs for products that have not reached technological feasibility are expensed as incurred in general and administrative expenses since recoverability of such expenditures is uncertain. |
License agreements | License agreements The Company has entered into and may continue to enter into license agreements to access and utilize certain technology. The Company evaluates if the license agreement results in acquisition of an asset or a business and then determines if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required and there is a probable future benefit from the license, the Company records the license as an asset and amortizes it over the estimated economic life. The Company records the amortization as a cost of product and service revenue. |
Leases | Leases The Company records rent expense on a straight-line basis over the life of the lease. In cases of escalating rental payments, the Company records rent expense on a straight-line basis with an offset to deferred rent liability. |
Research and development state tax credits | Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are recorded as a receivable and other income in the year the R&D tax credits relate to, as it is reasonably assured that the R&D tax credits will be received, based upon the Company’s history of filing for and receiving the tax credits. R&D tax credits receivable where cash is expected to be received by the Company more than one year after the balance sheet date are classified as noncurrent in the consolidated balance sheets . |
Loan commitment | Loan commitmentThe Company’s Credit Agreement (see Note 7) contains a commitment from the lender for a third tranche of debt under certain conditions. The Company has determined the commitment represents a freestanding financial instrument under the definition provided within the ASC Glossary, and therefore has initially recorded it at fair value, with reductions in fair value that have occurred each period recorded in earnings. |
Detachable warrants | Detachable warrants The Company accounts for detachable warrants on its preferred stock as freestanding financial instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, (“ASC 840”) which requires the Company to separately account for the detachable warrants at fair value. Under liability classification prior to the IPO, the fair value used for the warrants was calculated using the Black-Scholes valuation model. Upon IPO, the warrants were converted into common stock warrants and as a result of meeting the criteria for equity classified instruments in ASC 480, were reclassified into equity at the fair value at conversion. See Notes 3 and 7. |
Fair value measurements | Fair value measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; 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 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include loan commitment assets and warrant liabilities (Note 3). The fair value was determined based on Level 3 inputs as described in Note 3. An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. The Company did not elect to measure any additional financial instruments or other items at fair value. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2021 or 2020. The company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2021 or 2020. |
Income taxes | Income taxes The Company has adopted the accounting guidance within ASC 740 on uncertainties in income taxes. ASC Topic 740, Income Taxes, (“ASC 740”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. Deferred income taxes result primarily from temporary differences between the recognition of stock-based compensation and certain other expenses for both financial statement and income tax reporting purposes as well as net operating loss and tax carryforwards. Valuation allowances are recorded to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. The Company has no unrecognized tax benefits at December 31, 2021 and 2020 and its income tax returns after for prior years in which a net operating loss was incurred and carried forward are subject to audit by the applicable taxing authorities. The Company will recognize any interest and penalties associated with tax matters as part of income tax expense. |
Stock-based compensation | Stock-based compensation The Company measures stock option awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. ASC 718, Stock Compensation , requires the recognition of stock-based compensation expense, using a fair value-based method, for costs related to all stock options granted. Stock-based compensation awards consist of stock options and restricted stock awards, which function similar to restricted stock units. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the estimated fair value of its common stock as well as other variables including, but not limited to, the expected term that stock options will remain outstanding, the expected common stock price volatility over the term of the stock option, risk-free interest rates and expected dividends. The fair value of stock options is recognized over the period during which an optionee is required to provide services in exchange for the stock option award, known as the requisite service period, on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The grant date is determined based on the date when a mutual understanding of the key terms of the stock option awards are established. Due to the lack of Company-specific historical implied volatility data, the Company bases its computations of expected volatility on the historical volatility of a representative group of public companies with similar characteristics of the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The estimated fair value of the Company’s common stock was determined at each grant based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Estimates of the fair value of common stock are no longer necessary to determine the fair value of new awards in periods ended after the closing of the IPO since the underlying shares have begun trading publicly. |
Impairment of long-lived and intangible assets | Impairment of long-lived and intangible assetsThe Company evaluates the recoverability of its long-lived assets, which include property and equipment and intangible assets, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset or asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset or asset group is expected to generate. If that review indicates that the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset or asset group exceeds its fair value. |
Preferred stock | Preferred stockThe Company records all shares of redeemable preferred stock at their respective fair values less issuance costs on the dates of issuance. As of December 31, 2020, preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events, which are events that are not considered solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets, the preferred stock would become redeemable. All series of preferred stock outstanding as of October 12, 2021 were converted into common stock as a result of the Company’s IPO. The Company’s Amended and Restated Certificate of Incorporation dated October 12, 2021, authorizes preferred shares that are not subject to redemption or conversion. No preferred shares are issued or outstanding as of December 31, 2021. |
Derivatives | Derivatives Upon issuing financial instruments, the Company assesses whether the nature of the host contract and any of the features embedded within the financial instrument could be considered derivatives that require bifurcation. In determining whether the embedded features represent derivatives that could require bifurcation, the Company assesses whether the economic characteristics of embedded features are not clearly and closely related to the economic characteristics and risks of the remaining component of the financial instruments (i.e., the host contracts), whether the instrument is measured at fair value with changes in fair value reported in earnings as they occur and whether a separate, non-embedded instrument with the same terms as the embedded instruments would meet the definition of a derivative instrument. When it is determined that all of the criteria above are met, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. |
Research and development costs | Research and development costs Research and development expenses consist of costs incurred to develop an automated method and instrument and consumable assay (platform) that proves feasibility and expands the capability of the Company's technology. Research and development expenses include personnel costs for the Company’s research and product development employees, as well as non-personnel costs such as facilities and overhead costs attributable to research and development, and professional fees payable to third parties for research services. Research and development costs are expensed as incurred. |
Product warranties | Product warranties The Company generally provides a one-year warranty on instruments. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews the warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. Product warranties are meant to ensure all the Company’s instruments are operating effectively and based on the terms of the purchase or service agreement. |
Foreign currency transactions | Foreign currency transactionsThe Company is subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized an immaterial amount of foreign currency transaction losses for the years ended December 31, 2021 and 2020. These amounts have been included in Other income and (expense), net in the Consolidated Statement of Operations. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders The Company calculates basic net loss per share and diluted net loss per share using the weighted-average number of shares of common stock outstanding for the period. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of shares of the Company’s common stock and participating securities. The Company’s redeemable preferred stock contained a cumulative annual dividend right whether or not declared, which after consideration increases the net loss available to common stockholders. The Company’s redeemable preferred stock also contained participation rights in any dividend paid by the Company as well as residuals in liquidation and were deemed to be participating securities. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which net loss is recorded. Except where the result would be antidilutive to net income (loss), diluted net income (loss) per share is computed assuming the exercise of common stock options and the conversion of outstanding shares of preferred stock. |
Segment information | Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. The Company manages its operations as a single segment for the purposes of allocating resources, assessing performance, and making operating decisions. For revenue by geographic area see Note 4. |
New accounting standards not yet effective | New accounting standards not yet effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard established a right-of-use model that requires all lessees to recognize right-of-use assets and liabilities on their balance sheet that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to their leasing arrangements. The Company adopted the standard on January 1, 2022, using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2022. The Company is finalizing its evaluation of the impact that the adoption will have on the consolidated financial statements and estimates a range of $5.0 million to $5.8 million of right-of-use assets and lease liabilities will be recognized upon adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard will be effective for the Company on January 1, 2023. The Company has not yet determined the impact the adoption of this standard will have on the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides companies with temporary optional financial reporting alternatives to ease the potential burden in accounting for reference rate reform and includes a provision that allows companies to account for a modified contract as a continuation of an existing contract. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company has certain debt instruments for which the interest rates are indexed to LIBOR, and as a result, is currently evaluating the effect that the implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 3 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Property and equipment, net consist of the following: December 31, (in thousands) 2021 2020 Furniture and equipment $ 5,585 $ 2,848 Computers and technology 2,139 1,453 Leasehold improvements 1,073 698 Total 8,797 4,999 Accumulated depreciation (3,019) (1,772) Property and equipment, net $ 5,778 $ 3,227 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Loan commitment asset $ — $ — $ 1,169 $ 1,169 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 4,637 $ 4,637 Loan commitment asset $ — $ — $ 2,240 $ 2,240 |
Fair Value Measurement Inputs and Valuation Techniques | The fair value of the warrant liability was estimated using a Black-Scholes Option Pricing Model, with the following significant unobservable inputs (Level 3): October 12, December 31, Series D Series A-2 Series D Stock price $ 124.62 $ 76.92 $ 76.92 Exercise price $ 76.92 $ 12.59 $ 76.92 Expected term (in years) 9.2 4.7 10 Volatility 55 % 50 % 50 % Dividend rate — % — % — % Risk-free interest rate 1.45 % 0.36 % 0.93 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes during the years ended December 31, 2021 and 2020 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Loan Commitment Series D Series A Balances at January 1, 2020 $ — $ — $ 122 Issuance 2,240 4,430 — Change in estimated fair value — — 85 Balances at December 31, 2020 2,240 4,430 207 Exercise of warrant — — (207) Exercise of Tranche B loan commitment (841) — — Change in estimated fair value (230) 4,230 — Conversion to common share warrant — (8,660) — Balances at December 31, 2021 $ 1,169 $ — $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue by source Year Ended December 31, (in thousands) 2021 2020 Instruments $ 11,420 $ 7,432 Consumables 4,781 1,886 Extended service warranty 681 357 Other service revenue 376 712 Total revenue $ 17,258 $ 10,387 |
Revenue from External Customers by Geographic Areas | Revenue by geographic area Year Ended December 31, Based on region of destination (in thousands) 2021 2020 Americas (1) $ 12,798 $ 7,558 Europe (2) 2,289 878 Greater China (3) 1,311 1,129 Asia-Pacific (4) 860 822 Total revenue $ 17,258 $ 10,387 ________________ (1) Region includes revenue from the United States of America and Canada (2) Region includes revenue from the United Kingdom, Belgium, France, Czech Republic, Spain, Germany, Sweden, Italy, Israel and Switzerland (3) Region includes revenue from China and Taiwan (4) Region includes revenue from Singapore, Japan, Australia, and Korea |
Supplemental Balance Sheet De_2
Supplemental Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable and Allowance of Credit Loss | Accounts receivable, net consists of the following: December 31, (in thousands) 2021 2020 Accounts receivable $ 4,146 $ 2,972 Allowance for doubtful accounts (46) (50) Total accounts receivable, net $ 4,100 $ 2,922 December 31, (in thousands) 2021 2020 Allowance for doubtful accounts, beginning of year $ 50 $ 50 Write-offs of uncollectable accounts (4) — Provision for allowance for doubtful accounts — — Allowance for doubtful accounts, end of year $ 46 $ 50 |
Schedule of Inventory, Current | Inventories, net consists of the following: December 31, (in thousands) 2021 2020 Raw materials $ 22,179 $ 3,631 Work in process — 28 Finished goods 2,481 356 Reserve for excess and obsolete inventory (361) (60) Total inventories, net $ 24,299 $ 3,955 |
Property, Plant and Equipment | The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 3 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Property and equipment, net consist of the following: December 31, (in thousands) 2021 2020 Furniture and equipment $ 5,585 $ 2,848 Computers and technology 2,139 1,453 Leasehold improvements 1,073 698 Total 8,797 4,999 Accumulated depreciation (3,019) (1,772) Property and equipment, net $ 5,778 $ 3,227 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2021 2020 Accrued compensation $ 3,656 $ 867 Accrued operating expenses 3,556 1,081 Other, including warranties 615 181 Total accrued liabilities $ 7,827 $ 2,129 Accrued compensation includes commissions of $0.9 million, vacation of $0.4 million, and bonuses of $2.2 million at December 31, 2021 compared to commissions of $0.4 million, vacation of $0.2 million and bonuses of $0.2 million at December 31, 2020. Accrued compensation increased significantly due to the increase in number of employees hired year |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: December 31, 2021 (in thousands) Remaining Useful Life (Years) Gross Accumulated Amortization Net Patents 9 - 14 $ 21,607 $ 981 $ 20,626 Capitalized licenses 1 - 4 670 288 382 Total intangible assets $ 22,277 $ 1,269 $ 21,008 December 31, 2020 (in thousands) Remaining Useful Life Gross Accumulated Amortization Net Patents 8 - 14 $ 1,182 $ 52 $ 1,130 Capitalized licenses 2 - 5 670 157 513 Total intangible assets $ 1,852 $ 209 $ 1,643 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Year Estimated Annual Amortization 2022 $ 1,675 2023 1,675 2024 1,675 2025 1,592 2026 1,564 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Covenant | The total minimum revenue covenant requirements for the next twelve months are as follows: Twelve-Month Period Ended Minimum Total Revenue (in thousands) March 31, 2022 $ 16,797 June 30, 2022 18,256 September 30, 2022 21,722 December 31, 2022 26,545 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Preferred Stock | Redeemable preferred stock prior to conversion was as follows: (in thousands, except share amounts) Series A Series A-2 Series B Series B-2 Series C Series C-2 Series D Preferred Shares authorized 253,862 293,180 376,061 237,183 564,287 515,218 1,202,549 Preferred Shares outstanding prior to conversion 253,862 293,180 376,061 237,183 564,287 515,218 1,105,045 Aggregate liquidation preference $ 2,849 $ 5,930 $ 9,890 $ 9,724 $ 31,241 $ 28,676 $ 90,315 |
Equity based compensation (Tabl
Equity based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the year ended December 31, 2021: Options Weighted Weighted Aggregate Outstanding as of December 31, 2020 3,076,904 $ 0.72 7.2 Granted 2,289,400 4.95 Forfeited (93,982) 1.74 Exercised (167,044) 0.47 Outstanding as of December 31, 2021 5,105,278 $ 2.62 7.7 $ 34,125 Vested and expected to vest as of December 31, 2021 5,105,278 $ 2.62 7.7 $ 34,125 Exercisable at December 31, 2021 2,536,521 $ 0.74 6.2 $ 21,441 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Year Ended December 31, 2021 2020 Risk-free interest rate 0.94% - 1.40% 0.22 % Expected term (in years) 7 7 Expected volatility 50%- 55% 50 % Expected dividend yield — — Exercise prices $1.83 - $15.05 $1.03 Estimated fair value of common stock $4.20 - $15.05 $1.03 - $1.50 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes restricted stock award activity for the year ended December 31, 2021: Restricted Stock Awards Weighted Unvested as of December 31, 2020 — $ — Granted 507,013 8.46 Vested — — Forfeited — — Unvested as of December 31, 2021 507,013 $ 8.46 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2021 2020 Research and development $ 310 $ 35 General and administrative 1,305 455 Sales and marketing 468 27 Total stock-based compensation expense $ 2,083 $ 517 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future rental payments required by the Company under the operating leases are approximately as follows: (in thousands) Year Ended December 31, 2022 $ 1,523 2023 1,386 2024 1,328 2025 1,187 2026 687 Thereafter — Total $ 6,111 |
Contractual Obligation, Fiscal Year Maturity | The future minimum purchase values are as follows: (in millions) Year Ended December 31, 2022 $ 2.5 2023 4.0 2024 5.0 2025 7.0 2026 9.0 2027 10.0 Total $ 37.5 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | December 31, (in thousands) 2021 2020 Accrued warranty costs, beginning of year $ 135 $ 85 Cost of warranty services during the year (100) (50) Estimated provision for warranty costs 250 100 Accrued warranty costs, end of year $ 285 $ 135 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the anticipated income tax rate by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations is as follows: Year Ended December 31, 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % State income taxes 2.2 % 4.5 % Permanent items (1.2) % — % Stock-based compensation 0.4 % — % Other 0.6 % — % Change in valuation allowance (23.0) % (25.5) % Effective income tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: December 31, (in thousands) 2021 2020 Deferred tax assets: Stock based compensation $ 702 $ 172 Other accruals 526 64 Deferred revenue 40 78 Inventory adjustments 90 26 Intangible assets 91 5 Net operating losses 30,585 13,278 Federal and state tax credits 1,288 928 Total deferred tax assets 33,322 14,551 Valuation allowance (33,207) (14,489) Deferred tax assets, net of valuation allowance 115 62 Deferred tax liabilities: Depreciation and amortization (115) (62) Total deferred tax liabilities (115) (62) Deferred tax assets and liabilities, net of valuation allowance $ — $ — |
Other income (expense), net (Ta
Other income (expense), net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other income (expense), net consisted of the following: Year Ended December 31, (in thousands) 2021 2020 Grant revenue $2,667 $4,117 Change in fair value of warrants and loan commitment (4,460) (85) Other income (expense) 165 — Other income (expense), net $(1,628) $4,032 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have an anti-dilutive effect: Year Ended December 31, 2021 2020 Options outstanding to purchase common stock 5,105,278 3,076,904 Convertible preferred stock (as converted to common stock) — 25,693,216 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 27, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Temporary equity, shares outstanding | 3,344,836 | 0 | 3,211,652 | |
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||
Common stock, shares, issued | 1,643,374 | 2,133,904 | 39,036,010 | |
Net loss | $ 81,569 | $ 23,264 | ||
Net cash used in operating activities | (86,507) | (22,434) | ||
Accumulated deficit | $ 133,973 | $ 52,404 | ||
IPO | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares issued in transaction | 8,333,000 | |||
Sale of stock, price per share (in usd per share) | $ 15 | |||
Sale of stock, consideration received on transaction | $ 110,500 | |||
Temporary equity, shares outstanding | 3,344,836 | |||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||
Common stock, shares, issued | 1,643,374 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Oct. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Sep. 27, 2021 | Dec. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Temporary equity, shares outstanding | 3,344,836 | 0 | 3,211,652 | |||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||||
Common stock, shares, issued | 1,643,374 | 2,133,904 | 39,036,010 | |||
Loan commitment | $ 1,200,000 | $ 2,200,000 | $ 2,200,000 | |||
Unrecognized tax benefits | $ 0 | $ 0 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Standard product warranty term | 1 year | |||||
Dividends, Preferred Stock | $ 6,100,000 | |||||
Net loss attributable to common stockholders | $ 92,024,000 | 29,401,000 | ||||
Net loss attributable to common stockholders | $ 92,024,000 | $ 29,401,000 | ||||
Basic net loss per common share (in usd per share) | $ 8.99 | $ 14.06 | ||||
Diluted net loss per common share (in usd per share) | $ 8.99 | $ 14.06 | ||||
Revision of Prior Period, Error Correction, Adjustment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Dividends, Preferred Stock | $ 4,100,000 | |||||
Basic net loss per common share (in usd per share) | $ 1.99 | |||||
Diluted net loss per common share (in usd per share) | $ 1.99 | |||||
Previously Reported | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Dividends, Preferred Stock | $ 2,000,000 | |||||
Net loss attributable to common stockholders | 25,200,000 | |||||
Net loss attributable to common stockholders | $ 25,200,000 | |||||
Basic net loss per common share (in usd per share) | $ 12.07 | |||||
Diluted net loss per common share (in usd per share) | $ 12.07 | |||||
Research Tax Credit Carryforward | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Tax credit carryforward, amount | $ 600,000 | $ 400,000 | ||||
Patents | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Remaining Useful Life (Years) | 17 years | |||||
IPO | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of shares issued in transaction | 8,333,000 | |||||
Sale of stock, price per share (in usd per share) | $ 15 | |||||
Sale of stock, consideration received on transaction | $ 110,500,000 | |||||
Temporary equity, shares outstanding | 3,344,836 | |||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||||
Common stock, shares, issued | 1,643,374 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Minimum | Cumulative Effect, Period of Adoption, Adjustment | Forecast | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease, right-of-use asset | $ 5,000,000 | |||||
Operating lease, liability | 5,000,000 | |||||
Minimum | Patents | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Remaining Useful Life (Years) | 9 years | 8 years | ||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 7 years | |||||
Maximum | Cumulative Effect, Period of Adoption, Adjustment | Forecast | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease, right-of-use asset | 5,800,000 | |||||
Operating lease, liability | $ 5,800,000 | |||||
Maximum | Patents | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Remaining Useful Life (Years) | 14 years | 14 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies- Property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Computers and technology | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum | Computers and technology | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Fair Value Measurement - Financ
Fair Value Measurement - Financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant liability | $ 0 | $ 4,637 | $ 4,400 |
Loan commitment | 1,200 | 2,200 | $ 2,200 |
Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant liability | 4,637 | ||
Loan commitment | 1,169 | 2,240 | |
Level 1 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant liability | 0 | ||
Loan commitment | 0 | 0 | |
Level 2 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant liability | 0 | ||
Loan commitment | 0 | 0 | |
Level 3 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant liability | 4,637 | ||
Loan commitment | $ 1,169 | $ 2,240 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||
Mar. 31, 2022USD ($) | Mar. 30, 2022USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Oct. 12, 2021$ / sharesshares | May 31, 2021USD ($) | May 27, 2021USD ($) | May 11, 2021$ / sharesshares | Dec. 31, 2020 | Dec. 30, 2020$ / shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | shares | 26,758,688 | ||||||||
Future expected cash flows discounted, effective interest rate | 0.1412 | 0.1398 | |||||||
Debt discount, increase | $ 0.8 | ||||||||
Subsequent Event | Pro Forma | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Debt instrument, covenant, minimum pro forma compliance revenue | $ 16.8 | ||||||||
Secured Debt | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Debt instrument, face amount | $ 10 | ||||||||
Tranche C Term Loan | Loans Payable | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Debt Instrument, remaining borrowing capacity | $ 15 | ||||||||
Tranche C Term Loan | Loans Payable | Subsequent Event | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Debt Instrument, remaining borrowing capacity | $ 7.5 | ||||||||
Tranche D Term Loan | Secured Debt | Subsequent Event | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Debt instrument, face amount | $ 7.5 | ||||||||
Series A-2 | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 9.62 | $ 12.58606 | |||||||
Convertible preferred stock, shares issued upon conversion | shares | 3,178 | ||||||||
Series A-2 | Subsequent Event | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 6 | ||||||||
Series D | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 9.62 | $ 9.62 | $ 76.92 | ||||||
Convertible preferred stock, shares issued upon conversion | shares | 811,374 | ||||||||
Preferred stock, convertible, shares issuable | shares | 811,374 | ||||||||
Series D | Subsequent Event | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 6 |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated warrant liability (Details) - Level 3 | Oct. 12, 2021rate$ / sharesyear | Dec. 31, 2020$ / sharesrateyear |
Series A-2 | Stock price | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 76.92 | |
Series A-2 | Exercise price | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 12.59 | |
Series A-2 | Expected term (in years) | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | year | 4.7 | |
Series A-2 | Volatility | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.50 | |
Series A-2 | Dividend rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | |
Series A-2 | Risk-free interest rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0036 | |
Series D | Stock price | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 124.62 | 76.92 |
Series D | Exercise price | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 76.92 | 76.92 |
Series D | Expected term (in years) | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | year | 9.2 | 10 |
Series D | Volatility | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.55 | 0.50 |
Series D | Dividend rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Series D | Risk-free interest rate | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0145 | 0.0093 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,240 | $ 0 |
Issuance | 2,240 | |
Exercise of Tranche B loan commitment | (841) | |
Change in estimated fair value | (230) | 0 |
Ending balance | 1,169 | 2,240 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Conversion of preferred stock | (153,707) | |
Series D Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 4,430 | 0 |
Issuance | 4,430 | |
Exercise of warrant | 0 | |
Conversion of preferred stock | (8,660) | |
Change in estimated fair value | 4,230 | 0 |
Ending balance | 0 | 4,430 |
Series A Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 207 | 122 |
Issuance | 0 | |
Exercise of warrant | (207) | |
Conversion of preferred stock | 0 | |
Change in estimated fair value | 0 | 85 |
Ending balance | $ 0 | $ 207 |
Revenue - Revenue by source (De
Revenue - Revenue by source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 17,258 | $ 10,387 |
Instruments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,420 | 7,432 |
Consumables | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,781 | 1,886 |
Extended service warranty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 681 | 357 |
Other service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 376 | $ 712 |
Revenue - Revenue by geographic
Revenue - Revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 17,258 | $ 10,387 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,798 | 7,558 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,289 | 878 |
Greater China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,311 | 1,129 |
Asia-Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 860 | $ 822 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 900 | |
Deferred revenue | 915 | $ 356 |
Deferred revenue, revenue recognized | $ 100 |
Supplemental Balance Sheet De_3
Supplemental Balance Sheet Details - Accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 4,146 | $ 2,972 |
Allowance for doubtful accounts | (46) | (50) |
Total accounts receivable, net | $ 4,100 | $ 2,922 |
Supplemental Balance Sheet De_4
Supplemental Balance Sheet Details - Allowance for credit loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning of year | $ 50 | $ 50 |
Write-offs of uncollectable accounts | (4) | 0 |
Provision for allowance for doubtful accounts | 0 | 0 |
Allowance for doubtful accounts, end of year | $ 46 | $ 50 |
Supplemental Balance Sheet De_5
Supplemental Balance Sheet Details - Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 22,179 | $ 3,631 |
Work in process | 0 | 28 |
Finished goods | 2,481 | 356 |
Reserve for excess and obsolete inventory | (361) | (60) |
Total inventories, net | $ 24,299 | $ 3,955 |
Supplemental Balance Sheet De_6
Supplemental Balance Sheet Details - Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 8,797 | $ 4,999 |
Accumulated depreciation | (3,019) | (1,772) |
Property and equipment, net | 5,778 | 3,227 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 5,585 | 2,848 |
Computers and technology | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,139 | 1,453 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,073 | $ 698 |
Supplemental Balance Sheet De_7
Supplemental Balance Sheet Details - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 1.2 | $ 0.7 |
Accrued sales commission, current | 0.9 | 0.4 |
Accrued vacation, current | 0.4 | 0.2 |
Accrued bonuses, current | 2.2 | 0.2 |
Accrued vendor payments, current | $ 1.8 | $ 0.6 |
Supplemental Balance Sheet De_8
Supplemental Balance Sheet Details - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 3,656 | $ 867 |
Accrued operating expenses | 3,556 | 1,081 |
Other, including warranties | 615 | 181 |
Total accrued liabilities | $ 7,827 | $ 2,129 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,277 | $ 1,852 |
Accumulated Amortization | 1,269 | 209 |
Net | $ 21,008 | 1,643 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 17 years | |
Gross | $ 21,607 | 1,182 |
Accumulated Amortization | 981 | 52 |
Net | $ 20,626 | $ 1,130 |
Patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 9 years | 8 years |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 14 years | 14 years |
Capitalized licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 670 | $ 670 |
Accumulated Amortization | 288 | 157 |
Net | $ 382 | $ 513 |
Capitalized licenses | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 1 year | 2 years |
Capitalized licenses | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 4 years | 5 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) $ in Thousands | May 12, 2021USD ($)patent | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 22,277 | $ 1,852 | |
Amortization | 1,100 | 100 | |
Payments to acquire intangible assets | $ 20,000 | $ 20,425 | $ 333 |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of patents included in purchase agreement | patent | 86 |
Intangible Assets - Estimated a
Intangible Assets - Estimated annual amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,675 |
2023 | 1,675 |
2024 | 1,675 |
2025 | 1,592 |
2026 | $ 1,564 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2022 | Oct. 12, 2021 | May 31, 2021 | May 27, 2021 |
Line of Credit Facility [Line Items] | ||||||||
Proceeds received from borrowings on credit agreement | $ 10,000 | $ 25,000 | ||||||
Warrant liability | $ 4,400 | 0 | 4,637 | |||||
Loan commitment | $ 2,200 | $ 1,200 | $ 2,200 | |||||
Debt discount, increase | $ 800 | |||||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||||||
Class of warrant or right, contractual term | 10 years | |||||||
Subsequent Event | Pro Forma | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, covenant, minimum pro forma compliance revenue | $ 16,800 | |||||||
Series D | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 97,504 | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 76.92 | $ 9.62 | $ 9.62 | |||||
Convertible preferred stock, shares issued upon conversion | 811,374 | |||||||
Series D | Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 6 | |||||||
Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | $ 10,000 | |||||||
Credit Agreement | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 50,000 | |||||||
Proceeds received from borrowings on credit agreement | $ 25,000 | |||||||
Debt Instrument, remaining borrowing capacity | $ 15,000 | |||||||
Revenues | 20,000 | |||||||
Long-term debt, gross | 25,000 | |||||||
Debt discount, increase | $ 800 | |||||||
Debt Instrument, interest rate, effective percentage | 11.25% | |||||||
Financial covenants, minimum cash balance | $ 3,000 | |||||||
Credit Agreement | Secured Debt | London Interbank Offered Rate (LIBOR) | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, variable rate, floor | 0.0175 | |||||||
Debt instrument, basis spread on variable Rate | 9.50% | |||||||
Tranche B Term Loan | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 10,000 | |||||||
Tranche C Term Loan | Loans Payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, remaining borrowing capacity | $ 15,000 | |||||||
Tranche C Term Loan | Loans Payable | Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, remaining borrowing capacity | $ 7,500 | |||||||
Tranche D Term Loan | Secured Debt | Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | $ 7,500 |
Debt - Debt covenants (Details)
Debt - Debt covenants (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Forecast | ||||
Line of Credit Facility [Line Items] | ||||
Minimum Total Revenue (in thousands) | $ 26,545 | $ 21,722 | $ 18,256 | $ 16,797 |
Equity - Narrative (Details)
Equity - Narrative (Details) - $ / shares | Dec. 31, 2021 | Oct. 12, 2021 | Sep. 27, 2021 | May 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares, outstanding | 2,133,904 | 39,036,010 | ||||
Temporary equity, shares outstanding | 0 | 3,344,836 | 3,211,652 | |||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||||
Common stock, shares, issued | 2,133,904 | 1,643,374 | 39,036,010 | |||
Preferred Shares authorized | 20,000,000 | 0 | ||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Series A | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 253,862 | 253,862 | |||
Preferred Shares authorized | 253,862 | |||||
Preferred stock, shares outstanding | 253,862 | |||||
Series A-2 | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 290,002 | 290,002 | |||
Convertible preferred stock, shares issued upon conversion | 3,178 | |||||
Preferred Shares authorized | 293,180 | |||||
Preferred stock, shares outstanding | 293,180 | |||||
Series B | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 376,061 | 376,061 | |||
Preferred Shares authorized | 376,061 | |||||
Preferred stock, shares outstanding | 376,061 | |||||
Series B-2 | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 237,183 | 237,183 | |||
Preferred Shares authorized | 237,183 | |||||
Preferred stock, shares outstanding | 237,183 | |||||
Series C | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 564,287 | 564,287 | |||
Preferred Shares authorized | 564,287 | |||||
Preferred stock, shares outstanding | 564,287 | |||||
Series C-2 | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 0 | 515,218 | 412,174 | |||
Preferred Shares authorized | 515,218 | |||||
Preferred stock, shares outstanding | 515,218 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding | 3,344,836 | |||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | |||||
Common stock, shares, issued | 1,643,374 | |||||
Sale of stock, price per share (in usd per share) | $ 15 |
Equity - Schedule of Redeemable
Equity - Schedule of Redeemable Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Oct. 12, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred Shares authorized | 20,000,000 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 253,862 | ||
Preferred stock, shares outstanding | 253,862 | ||
Aggregate liquidation preference (in usd per share) | $ 2,849 | ||
Series A-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 293,180 | ||
Preferred stock, shares outstanding | 293,180 | ||
Aggregate liquidation preference (in usd per share) | $ 5,930 | ||
Series B | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 376,061 | ||
Preferred stock, shares outstanding | 376,061 | ||
Aggregate liquidation preference (in usd per share) | $ 9,890 | ||
Series B-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 237,183 | ||
Preferred stock, shares outstanding | 237,183 | ||
Aggregate liquidation preference (in usd per share) | $ 9,724 | ||
Series C | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 564,287 | ||
Preferred stock, shares outstanding | 564,287 | ||
Aggregate liquidation preference (in usd per share) | $ 31,241 | ||
Series C-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 515,218 | ||
Preferred stock, shares outstanding | 515,218 | ||
Aggregate liquidation preference (in usd per share) | $ 28,676 | ||
Series D | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 1,202,549 | ||
Preferred stock, shares outstanding | 1,105,045 | ||
Aggregate liquidation preference (in usd per share) | $ 90,315 |
Equity based compensation - Nar
Equity based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 07, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Award vesting rights, percentage | 25.00% | ||
Award vesting period | 36 months | ||
Weighted average grant date fair value (in usd per share) | $ 6.36 | $ 0.59 | |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 66 | $ 44 | |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 12,800 | ||
Expected dividend yield | 0.00% | 0.00% | |
Granted (in shares) | 2,289,400 | ||
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 3,271,801 | ||
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 5,113,324 | ||
Options outstanding to purchase common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 4 months 24 days | ||
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 10 months 24 days | ||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 4,300 | ||
Vested (in shares) | 0 | ||
Employee Stock | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 389,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,400,000 |
Equity based compensation - Sto
Equity based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Outstanding, beginning of period (in shares) | 3,076,904 | |
Granted (in shares) | 2,289,400 | |
Forfeited (in shares) | (93,982) | |
Exercised (in shares) | (167,044) | |
Outstanding, end of period (in shares) | 5,105,278 | 3,076,904 |
Vested and expected to vest at end of period (in shares) | 5,105,278 | |
Exercisable at end of period (in shares) | 2,536,521 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in usd per share) | $ 0.72 | |
Granted (in usd per share) | 4.95 | |
Forfeited (in usd per share) | 1.74 | |
Exercised (in usd per share) | 0.47 | |
Outstanding, end of period (in usd per share) | 2.62 | $ 0.72 |
Vested and expected to vest at end of period (in usd per share) | 2.62 | |
Exercisable at end of period (in usd per share) | $ 0.74 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding, weighted average remaining contractual term | 7 years 8 months 12 days | 7 years 2 months 12 days |
Vested and expected to vest, weighted average remaining contractual term | 7 years 8 months 12 days | |
Exercisable, weighted average remaining contractual term | 6 years 2 months 12 days | |
Aggregate Intrinsic Value (In thousands) | ||
Outstanding, intrinsic value at end of period | $ 34,125 | |
Vested and expected to vest, intrinsic value at end of period | 34,125 | |
Exercisable, intrinsic value at end of period | $ 21,441 |
Equity based compensation - Ran
Equity based compensation - Range of key assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.22% | |
Expected term (in years) | 7 years | 7 years |
Expected volatility | 50.00% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.94% | |
Expected volatility | 50.00% | |
Exercise prices (in usd per share) | $ 1.83 | $ 1.03 |
Estimated fair value of common stock (in usd per share) | $ 4.20 | $ 1.03 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.40% | |
Expected volatility | 55.00% | |
Exercise prices (in usd per share) | $ 15.05 | |
Estimated fair value of common stock (in usd per share) | $ 15.05 | $ 1.50 |
Equity based compensation - Res
Equity based compensation - Restricted stock activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Awards | |
Unvested at beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 507,013 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at end of period (in shares) | shares | 507,013 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 8.46 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Outstanding at end of period (in usd per share) | $ / shares | $ 8.46 |
Equity based compensation - S_2
Equity based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 2,083 | $ 517 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 310 | 35 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,305 | 455 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 468 | $ 27 |
Commitments - Operating lease p
Commitments - Operating lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,523 |
2023 | 1,386 |
2024 | 1,328 |
2025 | 1,187 |
2026 | 687 |
Thereafter | 0 |
Total | $ 6,111 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) - USD ($) $ in Thousands | May 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Purchase Commitment [Line Items] | |||
Operating leases, rent expense, net | $ 1,400 | $ 900 | |
Payments to acquire intangible assets | $ 20,000 | $ 20,425 | $ 333 |
Commitments - Purchase commitme
Commitments - Purchase commitment (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2.5 |
2023 | 4 |
2024 | 5 |
2025 | 7 |
2026 | 9 |
2027 | 10 |
Total | $ 37.5 |
Product Warranties - Narrative
Product Warranties - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Standard product warranty term | 1 year |
Product Warranties - Accrued wa
Product Warranties - Accrued warranty roll forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty costs, beginning of year | $ 135 | $ 85 |
Cost of warranty services during the year | (100) | (50) |
Estimated provision for warranty costs | 250 | 100 |
Accrued warranty costs, end of year | $ 285 | $ 135 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal income tax rate | 21.00% | 21.00% |
State income taxes | 2.20% | 4.50% |
Permanent items | (1.20%) | 0.00% |
Stock-based compensation | 0.40% | 0.00% |
Other | 0.60% | 0.00% |
Change in valuation allowance | (23.00%) | (25.50%) |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Stock based compensation | $ 702 | $ 172 |
Other accruals | 526 | 64 |
Deferred Tax Assets, Deferred Income | 40 | 78 |
Deferred Tax Assets, Inventory | 90 | 26 |
Deferred Tax Liabilities, Intangible Assets | 91 | 5 |
Deferred Tax Assets, Operating Loss Carryforwards | 30,585 | 13,278 |
Deferred Tax Assets, Tax Credit Carryforwards | 1,288 | 928 |
Total deferred tax assets | 33,322 | 14,551 |
Valuation allowance | (33,207) | (14,489) |
Deferred tax assets, net of valuation allowance | 115 | 62 |
Deferred tax liabilities: | ||
Depreciation and amortization | (115) | (62) |
Total deferred tax liabilities | (115) | (62) |
Deferred tax assets and liabilities, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | $ 112,800,000 | |
Valuation allowance, deferred tax asset, increase, amount | 18,700,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 12,700,000 | |
Deferred tax assets, tax credit carryforwards, research | 1,100,000 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 79,200,000 | |
Deferred tax assets, tax credit carryforwards, research | $ 200,000 |
Technology License Agreements (
Technology License Agreements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Class of Stock [Line Items] | |
Total | $ 37,500 |
Supply agreement, provision payment upon change of control | $ 200 |
Minimum | |
Class of Stock [Line Items] | |
Supply agreement, term of agreement | 5 years |
Minimum | Supply Commitment | |
Class of Stock [Line Items] | |
Total | $ 25,000 |
Maximum | |
Class of Stock [Line Items] | |
Supply agreement, term of agreement | 6 years |
Maximum | Supply Commitment | |
Class of Stock [Line Items] | |
Total | $ 500,000 |
Other income (expense), net (De
Other income (expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Grant revenue | $ 2,667 | $ 4,117 |
Change in fair value of warrants and loan commitment | (4,460) | (85) |
Other income (expense) | 165 | 0 |
Other income (expense), net | $ (1,628) | $ 4,032 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options outstanding to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,105,278 | 3,076,904 |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 25,693,216 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 0 | $ 0 |
Employee benefit plans (Details
Employee benefit plans (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Defined contribution plan, maximum annual contributions per employee, percent | 3.00% |
Defined contribution plan, cost | $ 0.6 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 30, 2022 | Dec. 31, 2021 | Oct. 12, 2021 | May 31, 2021 | May 11, 2021 | Dec. 30, 2020 | |
Subsequent Event [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | ||||||
Series D | |||||||
Subsequent Event [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 811,374 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 9.62 | $ 9.62 | $ 76.92 | ||||
Series A-2 | |||||||
Subsequent Event [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 3,178 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 9.62 | $ 12.58606 | |||||
Subsequent Event | Series D | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 6 | ||||||
Subsequent Event | Series A-2 | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 6 | ||||||
Subsequent Event | Pro Forma | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, covenant, minimum pro forma compliance revenue | $ 16.8 | ||||||
Secured Debt | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | $ 10 | ||||||
Tranche C Term Loan | Loans Payable | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, remaining borrowing capacity | $ 15 | ||||||
Tranche C Term Loan | Loans Payable | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, remaining borrowing capacity | $ 7.5 | ||||||
Tranche D Term Loan | Secured Debt | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | $ 7.5 |