0001411690-20-000022 | 10-Q | XBRL Viewer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2020	Nov. 06, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-38613
Entity Registrant Name	Bionano Genomics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1756290
Entity Address, Address Line One	9540 Towne Centre Drive, Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	888-7600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		153,186,000
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001411690
Current Fiscal Year End Date	--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	BNGO
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	BNGOW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 18,867	$ 17,311
Accounts receivable, net	3,860	6,334
Inventory, net	4,593	3,444
Prepaid expenses and other current assets	1,920	1,169
Total current assets	29,240	28,258
Property and equipment, net	3,635	1,950
Intangible assets, net	1,580	0
Goodwill	6,941	0
Total assets	41,396	30,208
Current liabilities:
Accounts payable	5,665	2,699
Accrued expenses	4,466	3,225
Contract liabilities	412	358
Current portion of long-term debt	14,239	20,085
Total current liabilities	24,782	26,367
Long-term debt, net of current portion	1,775	0
Long-term contract liabilities	88	183
Other non-current liabilities	75	44
Total liabilities	26,720	26,594
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value, 200,000,000 and 200,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 148,348,000 and 34,274,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	15	3
Additional paid-in capital	146,614	106,188
Accumulated deficit	(131,953)	(102,577)
Total stockholders’ equity	14,676	3,614
Total liabilities and stockholders’ equity	$ 41,396	$ 30,208

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	148,348,000	34,274,000
Common stock, shares outstanding (in shares)	148,348,000	34,274,000

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Total revenue	$ 2,196	$ 3,313	$ 4,513	$ 7,340
Cost of revenue:
Total cost of revenue	1,460	2,375	2,919	5,077
Operating expenses:
Research and development	2,304	2,174	7,379	6,682
Selling, general and administrative	8,659	4,449	21,640	14,295
Total operating expenses	10,963	6,623	29,019	20,977
Loss from operations	(10,227)	(5,685)	(27,425)	(18,714)
Other expenses:
Interest expense	(589)	(578)	(1,911)	(1,613)
Loss on debt extinguishment	0	0	0	(1,333)
Other expenses	54	(131)	0	(241)
Total other expenses	(535)	(709)	(1,911)	(3,187)
Loss before income taxes	(10,762)	(6,394)	(29,336)	(21,901)
Provision for income taxes	(30)	(4)	(40)	(13)
Net loss	$ (10,792)	$ (6,398)	$ (29,376)	$ (21,914)
Net loss per share, basic and diluted (USD per share)	$ (0.08)	$ (0.59)	$ (0.34)	$ (2.06)
Weighted-average common shares outstanding basic and diluted (shares)	132,942	10,898	86,632	10,662
Product revenue
Revenue:
Total revenue	$ 1,580	$ 3,162	$ 3,503	$ 6,870
Cost of revenue:
Total cost of revenue	1,136	2,238	2,426	4,883
Service and other revenue
Revenue:
Total revenue	616	151	1,010	470
Cost of revenue:
Total cost of revenue	$ 324	$ 137	$ 493	$ 194

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance (shares) at Dec. 31, 2018		10,055
Beginning Balance at Dec. 31, 2018	$ 10,137	$ 1	$ 82,898	$ (72,762)
Equity
Stock option exercises (in shares)		42
Stock option exercises	54		54
Stock-based compensation expense	289		289
Issue common stock, net of issuance costs (shares)		748
Issue common stock, net of issuance costs	2,410		2,410
Issue warrants for debt	630		630
Issue stock for debt	202		202
Net loss	(7,852)			(7,852)
Ending Balance (shares) at Mar. 31, 2019		10,845
Ending Balance at Mar. 31, 2019	5,870	$ 1	86,483	(80,614)
Beginning Balance (shares) at Dec. 31, 2018		10,055
Beginning Balance at Dec. 31, 2018	10,137	$ 1	82,898	(72,762)
Equity
Net loss	(21,914)
Ending Balance (shares) at Sep. 30, 2019		10,898
Ending Balance at Sep. 30, 2019	(7,379)	$ 1	87,297	(94,677)
Beginning Balance (shares) at Mar. 31, 2019		10,845
Beginning Balance at Mar. 31, 2019	5,870	$ 1	86,483	(80,614)
Equity
Stock option exercises (in shares)		9
Stock option exercises	11		11
Stock-based compensation expense	336		336
Issue stock for employee stock purchase plan (shares)		44
Issue stock for employee stock purchase plan	103		103
Net loss	(7,665)			(7,665)
Ending Balance (shares) at Jun. 30, 2019		10,898
Ending Balance at Jun. 30, 2019	(1,345)	$ 1	86,933	(88,279)
Equity
Stock-based compensation expense	364		364
Net loss	(6,398)			(6,398)
Ending Balance (shares) at Sep. 30, 2019		10,898
Ending Balance at Sep. 30, 2019	(7,379)	$ 1	87,297	(94,677)
Beginning Balance (shares) at Dec. 31, 2019		34,274
Beginning Balance at Dec. 31, 2019	3,614	$ 3	106,188	(102,577)
Equity
Stock-based compensation expense	328		328
Issue stock for warrant exercises (shares)		3,478
Issue stock for warrant exercises	2,355		2,355
Net loss	(10,510)			(10,510)
Ending Balance (shares) at Mar. 31, 2020		37,752
Ending Balance at Mar. 31, 2020	(4,213)	$ 3	108,871	(113,087)
Beginning Balance (shares) at Dec. 31, 2019		34,274
Beginning Balance at Dec. 31, 2019	$ 3,614	$ 3	106,188	(102,577)
Equity
Stock option exercises (in shares)	0
Net loss	$ (29,376)
Ending Balance (shares) at Sep. 30, 2020		148,348
Ending Balance at Sep. 30, 2020	14,676	$ 15	146,614	(131,953)
Beginning Balance (shares) at Mar. 31, 2020		37,752
Beginning Balance at Mar. 31, 2020	(4,213)	$ 3	108,871	(113,087)
Equity
Stock-based compensation expense	328		328
Issue common stock, net of issuance costs (shares)		16,896
Issue common stock, net of issuance costs	16,366	$ 2	16,364
Issue stock for employee stock purchase plan (shares)		44
Issue stock for employee stock purchase plan	21		21
Issue stock for covenant waiver (shares)		873
Issue stock for covenant waiver	300		300
Issue stock for warrant exercises (shares)		36,410
Issue stock for warrant exercises	1,109	$ 4	1,105
Net loss	(8,074)			(8,074)
Ending Balance (shares) at Jun. 30, 2020		91,975
Ending Balance at Jun. 30, 2020	5,837	$ 9	126,989	(121,161)
Equity
Stock-based compensation expense	447		447
Issue stock for warrant exercises (shares)		50,205
Issue stock for warrant exercises	15,083	$ 5	15,078
Issue stock for acquisition (in shares)		6,168
Issue stock for acquisition	4,101	$ 1	4,100
Net loss	(10,792)			(10,792)
Ending Balance (shares) at Sep. 30, 2020		148,348
Ending Balance at Sep. 30, 2020	$ 14,676	$ 15	$ 146,614	$ (131,953)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities:
Net loss	$ (29,376)	$ (21,914)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization expense	909	815
Non-cash interest	952	523
Stock-based compensation	1,103	990
Provision for bad debt expense	1,334	0
Loss on debt extinguishment	0	1,333
Changes in operating assets and liabilities:
Accounts receivable	1,709	(1,486)
Inventory	(3,612)	(1,886)
Prepaid expenses and other current assets	(566)	98
Accounts payable	925	1,042
Accrued expenses and contract liabilities	412	337
Net cash used in operating activities	(26,210)	(20,148)
Investing Activities:
Lineagen acquisition, net of cash acquired	(2,450)	0
Purchases of property and equipment	0	(38)
Net cash used in investing activities	(2,450)	(38)
Financing activities:
Proceeds from issuance of term debt, net of issuance costs	0	19,169
Repayment of term-loan debt	(5,000)	(10,812)
Proceeds from PPP Loan	1,775	0
Proceeds from borrowing from line of credit	761	3,084
Repayments of borrowing from line of credit	(2,258)	(2,131)
Proceeds from sale of common stock, net of offering costs	16,366	2,410
Proceeds from sale of common stock under employee stock purchase plan	21	103
Proceeds from warrant and option exercises	18,551	65
Net cash provided by financing activities	30,216	11,888
Net decrease in cash and cash equivalents		(8,298)
Cash and cash equivalents at beginning of period	17,311	16,523
Cash and cash equivalents at end of period	18,867	8,225
Supplemental cash flow disclosures:
Cash paid for interest	991	1,036
Supplemental disclosure of non-cash investing and financing activities:
Fair value of common stock issued related to Lineagen acquisition	4,100	0
Property and equipment costs incurred but not paid included in accounts payable and accrued expenses	0	8
Fair value of warrants issued with debt	0	630
Transfer of instruments and servers from property and equipment into inventory	134	360
Transfer of instruments and servers from inventory to property and equipment	2,618	0
Issue common stock for covenant waiver	300
Fair value of stock issued with debt	0	202
Deferred equity issuance costs in accounts payable and accrued liabilities	0	197
Debt issuance costs in accounts payable and accrued liabilities	$ 0	$ 35

Organization and Basis of Presentation	9 Months Ended
Organization and Basis of Presentation	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Description of Business Bionano Genomics, Inc. (collectively, with its consolidated subsidiaries, the “Company”) is a life sciences instrumentation company in the genome analysis space that provides tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing, and provides diagnostic testing for those with autism spectrum disorder (“ASD”) and other neurodevelopmental disabilities through newly acquired Lineagen, Inc., a wholly owned subsidiary of the Company (“Lineagen”). The Company currently develops and markets the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that is designed to enable researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the study of changes in chromosomes, which is known as cytogenetics. The Saphyr system is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who want to evaluate Saphyr data quickly and with a low up-front investment. Basis of Presentation The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting purposes. The condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company's management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, changes in equity, and comprehensive loss and cash flows for each period presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All intercompany transactions and balances have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Certain prior year numbers were reclassified to conform with current year presentation. Such reclassification had no impact on the previously reported results of operations. Going Concern The Company has experienced recurring net losses from operations, negative cash flows from operating activities, financial covenant breaches, and significant accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future. The Company had an accumulated deficit of $132.0 million as of September 30, 2020. The Company had cash and cash equivalents of $18.9 million as of September 30, 2020. Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to research and commercialization efforts. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date these financial statements are issued. The Company is subject to additional risks and uncertainties as a result of the continued spread of COVID-19 and uncertain market conditions, which could continue to have a material impact on the Company’s business and financial results. The Company closely monitors and complies with various applicable guidelines and legal requirements in the jurisdictions in which it operates, which may continue to result in reduced business operations in response to new or existing stay-at-home orders, travel restrictions and other social distancing measures. The Company’s manufacturing partners, suppliers, and customers, have implemented similar operational reductions. This overall reduction in activity has contributed to a decrease in sales which has negatively impacted the Company’s first, second and third quarter 2020 financial results. The future effects of COVID-19 are unknown and the Company’s financial results may continue to be negatively affected in the future. There may be long-term negative effects of the COVID-19 pandemic, even after it has subsided. Specifically, product demand may be reduced due to an economic recession, a decrease in corporate capital expenditures, prolonged unemployment, reduction in consumer confidence, or any similar negative economic condition. These negative effects could have a material impact on the Company’s operations, business, earnings, and liquidity. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional funding. The Company will need to raise additional capital through equity offerings or debt financings to fulfill its operating and capital requirements for at least 12 months and to maintain compliance with certain financial covenants in the Innovatus LSA (as defined below). To raise such additional capital, the Company may pursue equity or debt financings, strategic collaborations, licensing arrangements, asset sales, or other arrangements. The Company may not be able to secure such financing in a timely manner or on favorable terms, if at all, and may not be able to comply with current covenants, which could cause an acceleration of its debt. For example, for the three months ended September 30, 2020, the Company was not in compliance with its revenue covenant under the Innovatus LSA and, while the Company is currently in discussions with Innovatus, the Company has not yet secured a waiver for its noncompliance. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its products or proprietary technologies or grant licenses on terms that are not favorable to the Company. If the Company does not have or is not able to obtain sufficient funds, it may have to reduce commercialization efforts or delay its development of new products. The Company also may have to reduce marketing, customer support or other resources devoted to its products or cease operations. As a result, the aforementioned conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. Such financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the outcome of this uncertainty. As a publicly-traded company listed on The Nasdaq Stock Market LLC ("Nasdaq"), the Company is required to comply with rules and regulations issued by Nasdaq. If the Company is not able to comply with such rules and regulations, which it has not met from time-to-time since the Company's initial public offering in August 2018, the Company may not be able to maintain its Nasdaq listing. In April 2020, the Company received a Notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no effect on the listing of the Company’s common stock at this time, and the Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “BNGO.” Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days following the date of the Notice to regain compliance with the Minimum Bid Price Requirement. However, due to recent extraordinary market conditions, Nasdaq has determined to toll the compliance period for the Minimum Bid Price Requirement through June 30, 2020 (the “Tolling Period”). As a result, the compliance Period will end on December 28, 2020 (the “Compliance Period”) instead of October 20, 2020. If at any time during the Tolling Period or the Compliance Period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement and its common stock will continue to be eligible for listing on The Nasdaq Capital Market absent noncompliance with any other requirement for continued listing. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, the Company may be afforded an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement (the “Additional Compliance Period”) if on the last day of the Compliance Period the Company is in compliance with the market value of publicly held shares requirement for continued listing as well as all other standards for initial listing of its common stock on The Nasdaq Capital Market (other than the Minimum Bid Price Requirement), unless the Company does not indicate its intent to cure the deficiency, or if it appears to Nasdaq that it is not possible for the Company to cure the deficiency. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, or the Additional Compliance Period, if applicable, the Company’s common stock will be subject to delisting. We intend to monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. Significant Accounting Policies During the nine months ended September 30, 2020, there were no changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, except as described below. Lineagen Acquisition On August 21, 2020, the Company, Alta Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Lineagen, a Delaware corporation, and Michael S. Paul, Ph.D., solely in his capacity as exclusive agent and attorney-in-fact of the securityholders of Lineagen, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Lineagen (the “Merger”) whereupon the separate corporate existence of Merger Sub ceased, with Lineagen continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company. The Company accounted for its acquisition of Lineagen using the acquisition method of accounting pursuant to Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"). Under ASC 805, the tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the acquisition date. Any excess purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The Company based the estimated fair value of identifiable intangible assets acquired on independent valuations that use information and assumptions provided by the Company’s management. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates and useful lives could result in different purchase price allocations and amortization expense in current and future periods. Under ASC 805, acquisition-related transaction costs (such as advisory, legal, valuation, other professional fees) are expensed in the statements of operations in the periods incurred. Long-Lived Assets (including Finite-Lived Purchased Intangible Assets) Long-lived assets consist of property and equipment and purchased finite-lived intangible assets. The Company records property and equipment at cost, and records purchased finite-lived intangible assets based on their fair values at the date of acquisition. Property and equipment generally consist of laboratory equipment, computer and office equipment, furniture and fixtures, and leasehold improvements. Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the assets (generally three to five years, or the remaining term of the lease for leasehold improvements, whichever is shorter). Repairs and maintenance costs are charged to expense as incurred. Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Intangible assets are amortized over the estimated useful life of the asset on a basis that approximates the pattern of economic benefit. Intangible assets are reviewed for impairment if indicators of potential impairment exist. There was no indication of impairment of intangible assets for any of the periods presented. As a result of the Lineagen acquisition the Company recorded intangible assets, which consist of a trade name intangible and customer relationship intangible, which will be amortized using the straight-line method over the estimated useful lives of the assets of five years, which is consistent with the pattern of economic benefit of the assets. If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets (other than goodwill), that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset (other than goodwill) is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. Goodwill Goodwill arises when the purchase price of an acquired business exceeds the fair value of the identifiable net assets acquired, with such excess recorded as goodwill on the balance sheet. Goodwill is not subsequently amortized. Goodwill is reviewed for impairment annually (during the fourth quarter) or more frequently if indications of impairment exist. In testing goodwill for impairment, the Company will first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then the Company will perform a quantitative impairment analysis by comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill. An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total goodwill allocated to the reporting unit. Revenue Recognition for Diagnostic Services The Company generates revenue by performing diagnostic testing services. Revenue from the completion of diagnostic testing services is recorded at the billed value less estimated contractual adjustments. The Company performs its obligation under a contract with a customer by processing diagnostic tests and communication of test results, which is the point at which the Company has determined control is transferred to the customer for revenue recognition purposes. Recently Issued But Not Yet Adopted Accounting Pronouncements In April 2012, the Jump-Start Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than when public companies must adopt the standards. The Company has elected to take advantage of the extended transition period afforded by the JOBS Act and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for emerging growth companies, which are the dates included below. In February 2015, the FASB issued Accounting Standards Update ("ASU") 2016-2, Leases (Topic 842), which amends the accounting guidance for leases and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. ASU 2016-2 initially mandated a modified retrospective transition method, however, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU 2016-2, permitting entities the option to adopt this standard prospectively with a cumulative-effect adjustment to opening equity in the year of adoption and include required disclosures for prior periods but will not restate prior periods. The Company anticipates implementing the accounting guidance for leases using the alternative method beginning with the annual reporting period ending December 31, 2022 and interim reporting periods in 2023. The Company is in the process of evaluating the impact of adoption of the lease accounting guidance on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of credit Losses on Financial Instruments (ASU 2016-13), which amends the impairment model by requiring entities to use a forward looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The standard is effective for the company beginning in the first quarter of 2023, with early adoption permitted. the Company is currently evaluating the expected impact of ASU 2016-13 on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major seperation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and adoption must be as of the beginning of the Company's annual fiscal year. The company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include warrants and outstanding stock options under the Company’s equity incentive plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


	September 30, 2020	September 30, 2019
Stock options	5,331,000	1,844,000
Warrants	29,709,000	4,224,000
Total	35,040,000	6,068,000

Revenue Recognition

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue by Source


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Instruments	$	724,000	$	2,370,000	$	1,487,000	$	5,262,000
Consumables	856,000		792,000		2,016,000		1,608,000
Total product revenue	1,580,000		3,162,000		3,503,000		6,870,000
Service and other	616,000		151,000		1,010,000		470,000
Total revenue	$	2,196,000	$	3,313,000	$	4,513,000	$	7,340,000

Service and other for the three and nine months includes diagnostics for the period from August 21, 2020 through September 30, 2020.

Revenue by Geographic Location


	Three Months Ended September 30,								Nine Months Ended September 30,
	2020				2019				2020				2019
	$		%		$		%		$		%		$		%
North America	$	874,000	40	%	$	1,831,000	56	%	$	2,388,000	53	%	$	4,050,000	55	%
EMEIA	1,204,000		55	%	943,000		28	%	1,908,000		42	%	2,367,000		32	%
Asia Pacific	118,000		5	%	539,000		16	%	217,000		5	%	923,000		13	%
Total	$	2,196,000	100	%	$	3,313,000	100	%	$	4,513,000	100	%	$	7,340,000	100	%

The table above provides revenue from contracts with customers by source and geographic region (based on the customer's billing address) on a disaggregated basis. North America consists of the United States and Canada. EMEIA consists of Europe, the Middle East, India and Africa. Asia Pacific includes China, Japan, South Korea, Singapore and Australia. For the three months ended September 30, 2020 and 2019, the United States represented 40% and 48% of total revenue, and for the nine months ended September 30, 2020 and 2019, 51% and 52%, respectively.

Remaining Performance Obligations

As of September 30, 2020, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $500,000. These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations. The Company expects to recognize approximately 27.6% of this amount as revenue during the remainder of 2020, 61.2% in 2021, 7.6% in 2022, and 3.6% in 2023. Warranty revenue is included in Service and other revenue.

The Company recognized revenue of $66,000 and $39,000 during the three months ended September 30, 2020 and 2019, respectively, and revenue of $299,000 and $117,000 during the nine months ended September 30, 2020 and 2019, respectively, which was included in the contract liability balance at the end of the previous year.

Concentrations

As of September 30, 2020 and December 31, 2019, one customer represented 9% and 10%, respectively, of the Company's accounts receivable balance.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Balance Sheet Account Details

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Account Details


	September 30, 2020		December 31, 2019
Accounts receivable, net:
Accounts receivable, trade1	$	5,749,000	$	6,889,000
Less allowance for doubtful accounts	(1,889,000)		(555,000)
	$	3,860,000	$	6,334,000

1Includes $635,000 of accounts receivable from diagnostic services.

The Company extends credit to its customers in the normal course of business based upon an evaluation of each customer’s credit history, financial condition, and other factors. Estimates of allowances for doubtful accounts are determined by evaluating individual customer circumstances, historical payment patterns, length of time past due, and economic and other factors. During the nine months ended September 30, 2020, the Company recorded bad debt expense of $1,334,000, which is included in selling, general and administrative expenses.


	September 30, 2020		December 31, 2019
Inventory:
Materials and supplies	$	2,622,000	$	951,000
Finished goods	1,971,000		2,493,000
	$	4,593,000	$	3,444,000

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

Paycheck Protection Program

On April 17, 2020, the Company received loan proceeds of approximately $1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“the PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”).

The PPP Loan is scheduled to mature on April 17, 2022 (the “Maturity Date”), bears interest at a rate of 1.00% per annum, and is subject to the standard terms and conditions applicable to loans administered by the SBA under the CARES Act.

The PPP Loan is evidenced by a promissory note, dated as of April 17, 2020, issued by East West Bank (the “PPP Lender”), which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Upon an event of default under the PPP Note, the PPP Lender may, among other things, require immediate payment of all amounts owing under the PPP Note or file suit and obtain judgment. Under the terms of the CARES Act, recipients of loans under the PPP can apply for and be granted forgiveness for all or a portion of such loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and certain other eligible costs (the “Eligible Costs”). Pursuant to the Paycheck Protection Program Flexibility Act (the “PPPFA”), enacted on June 5, 2020, the Company was permitted to use loan proceeds on Eligible Costs through October 2, 2020, or the date that was 24 weeks from the PPP Loan origination date (the “Covered Period”). The Company is continuing to evaluate guidance released by the SBA regarding qualification for forgiveness of the PPP Loan, however, no assurance is provided that forgiveness for any portion of the Company’s PPP Loan will be obtained.

Under the PPPFA, payments of principal and interest due under the PPP Loan are deferred until the date on which the SBA remits the forgiveness amount, if any, back to the PPP Lender, or if forgiveness isn't sought within 10 months after the last day of the Covered Period, until the date that is 10 months from the last day of the Covered Period. The amounts outstanding under the PPP Loan may be prepaid by the Company at any time prior to maturity without penalty.

In order to apply for the PPP Loan, the Company was required to certify, among other things, that the current economic uncertainty made the PPP Loan request necessary to support the Company’s ongoing operations. This certification further

required the Company to take into account the maintenance of its workforce, the Company’s need for additional funding to continue operations, and the Company’s ability to access alternative forms of capital in the current market environment to offset the effects of the COVID-19 pandemic.

Loan Agreements

The carrying value of the Company's debt for the periods presented was as follows:


	September 30, 2020		December 31, 2019
Term Loans	$	15,860,000	$	20,473,000
Revolver	—		1,498,000
PPP Loan	1,775,000		—
Total principal	17,635,000		21,971,000
Less unamortized debt issuance costs	(1,621,000)		(1,886,000)
Total carrying value of debt	$	16,014,000	$	20,085,000

In March 2019, the Company entered into a Loan and Security Agreement (the “Innovatus LSA”) by and among Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent and the lenders listed on Schedule 1.1 thereto, including East West Bank. The Innovatus LSA provided a first term loan of $17.5 million, a second term loan of $2.5 million and a third term loan of $5.0 million (collectively, “Term Loans”) if the Company satisfied certain funding conditions. Interest on the Term Loans is due on the first of each month at a rate of 10.25% per annum in cash or a discounted rate of 7.25% in cash with 3.0% of the 10.25% per annum rate added to the principal of the loan and subject to accruing interest through the end of the interest only payment period, which ends March 1, 2022. At inception, the Company elected to pay interest in cash at a rate of 7.25% per annum and have 3.0% per annum of the interest added back to the outstanding principal. As of September 30, 2020, the effective interest rate, including debt issuance costs, for Term Loans was 16.7%. Beginning in April 2022, the Company must make 24 equal monthly payments of principal and interest with a final maturity date in March 2024, which may be earlier due to an event of default if not cured within time specified.

The Innovatus LSA also provides for a revolving line of credit in an amount not to exceed $5.0 million (the “Revolver”). The Company may repay and reborrow amounts under the Revolver at any time prior to the March 1, 2024 maturity date without penalty or premium. The outstanding balance of amounts borrowed under the Revolver bears interest at a rate equal to 2.0% above the prime rate, per annum, as specified in the terms of the Revolver.

The Innovatus LSA is collateralized by substantially all of the Company’s assets, including its intellectual property. The Innovatus LSA requires the Company to comply with various affirmative and negative covenants, including: (1) a liquidity covenant requiring the Company to maintain a minimum cash balance at all times in a collateral account; (2) a revenue covenant requiring the Company to meet certain minimum revenue targets measured at the end of each calendar quarter. The Innovatus LSA also includes standard events of default, including a provision that Innovatus could declare an event of default upon the occurrence of any event that it interprets as having a material adverse change in the Company's business, operations, or condition, a material impairment on the Company's ability to pay the secured obligations under the Innovatus LSA, or upon a material adverse effect on the collateral under the agreement, thereby requiring us to repay the loan immediately, together with a prepayment fee and other applicable fees. As of September 30, 2020, the Company has not received any notification or indication from Innovatus to invoke the material adverse change clause. However, due to the Company’s current cash flow position and the substantial doubt about its ability to continue as a going concern, the entire principal amount of the Term Loans are presented as short-term. The Company will continue to evaluate the debt classification on a quarterly basis and evaluate for reclassification in the future should its financial condition improve.

As of December 31, 2019, the Company did not achieve certain financial covenants under the Innovatus LSA. As a result, in March 2020, the Company and Innovatus entered into an amendment to the Innovatus LSA (the “Second Amendment”) to, among other things: (i) waive the events of default from not achieving the specific financial covenants for the December 31, 2019 measurement date, (ii) require an immediate partial repayment of $2.1 million, (iii) require an additional partial repayment of $2.9 million on the earlier of completion of an Equity Event (as defined in the Second Amendment), or April 30, 2020, (iv) modify the liquidity covenant, such that the Company’s minimum cash balance shall vary based on outstanding borrowing capacity under the Revolver (provided, however, that the Company shall maintain a minimum cash balance of $2 million at any given time), (v) reduce the dollar amount of certain minimum revenue covenants measured as of the end of each

calendar quarter (each, a “Revenue Covenant”) and (vi) modify the terms of certain events of default. For example, the Second Amendment provides for a cure period in connection with the breach of certain minimum revenue financial covenants, as long as the Company submits an updated management plan and financial projections, which are subject to Innovatus approval, and completes a Qualified Financing Event (as defined in the Second Amendment) within 45 days of such breach.

In connection with the Second Amendment, the Company was obligated to pay Innovatus a waiver fee in the amount of $200,000 and a prepayment fee of $100,000, payable in cash or in shares of the Company’s common stock at the Company's election, no later than following completion of the Equity Event. As described in Note 6 below, the Company completed a follow-on public offering in April 2020 that constituted an Equity Event under the Second Amendment. A portion of the proceeds from the follow-on offering were used to pay-down $2.9 million of principal balance outstanding under the Term Loans in accordance with the Second Amendment. In addition, the Company issued 872,601 shares of its common stock to Innovatus to satisfy the $200,000 waiver fee and $100,000 prepayment fee due under the Second Amendment. Also pursuant to the Second Amendment, the Company subsequently registered such shares for resale on a registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission on June 22, 2020 and declared effective on July 7, 2020. We have not and will not receive any of the proceeds from the offering described in the Registration Statement.

In connection with the Merger, the Company and Lineagen entered into a Third Amendment (the “Third Amendment”) to the Innovatus LSA. Among other things, the Third Amendment adds Lineagen as a “Borrower” under the Innovatus LSA and updates certain financial covenants in light of Lineagen becoming a wholly owned subsidiary of the Company.

For the three months ended September 30, 2020, the Company was not in compliance with their revenue covenant

Stockholders’ Equity and Stock-Based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Stockholders’ Equity and Stock-Based Compensation

Follow-on Public Offering

In April 2020, the Company completed an underwritten public offering of 16,896,000 shares of its common stock and, to certain investors, pre-funded warrants to purchase 37,650,000 shares of its common stock, and accompanying common warrants to purchase up to an aggregate of 54,546,000 shares of its common stock. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a common warrant to purchase one share of common stock. The public offering price of each share of common stock and accompanying common warrant was $0.33 and $0.329 for each pre-funded warrant. The pre-funded warrants are immediately exercisable at a price of $0.001 per share of common stock. The common warrants are immediately exercisable at a price of $0.33 per share of common stock and will expire five years from the date of issuance. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately and were immediately separable upon issuance. The gross proceeds to the Company were approximately $18.0 million before deducting underwriting discounts and commissions and other offering expenses of $1.6 million.

Stock Warrants

A summary of the Company’s warrant activity for the nine months ended September 30, 2020 was as follows:


	Shares of Stock under Warrants	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2020	24,406,000	$	1.76	4.82	$	7,933,000
Granted	95,396,000	0.22		4.53
Exercised	(90,093,000)	0.21			37,150,000
Canceled	—
Outstanding at September 30, 2020	29,709,000	$	1.54	4.11	$	1,813,000
Vested and exercisable at September 30, 2020	29,709,000	$	1.54	4.11	$	—

Shelf Registration Statement and At-the-Market Facility

In August 2020, the Company filed a shelf registration statement on Form S-3 with the SEC covering the offering, issuance and sale of up to $125.0 million of the Company’s securities, including up to $40.0 million of common stock pursuant to an at-the-market facility (“ATM”) with Ladenburg Thalmann & Co. Inc. acting as sales agent. As of September 30, 2020, the Company had not sold any shares of common stock under the ATM.

Stock-Based Compensation

Stock Options

A summary of the Company’s stock option activity under the Company's equity incentive plans for the nine months ended September 30, 2020 was as follows:


	Shares of Stock under Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2020	1,743,000	$	5.73	8.2	$	4,000
Granted	4,250,000	0.67
Exercised	—	—			$	—
Canceled	(662,000)	3.52
Outstanding at September 30, 2020	5,331,000	$	1.97	8.96	$	353,000
Vested and exercisable at September 30, 2020	1,119,000	$	5.10	7.31	$	—

For the three months ended September 30, 2020 and 2019, the Company granted to its employees options to purchase 2,659,000 and 29,800 shares with a weighted average exercise price of $0.55 and $2.33 per share, respectively. For the nine months ended September 30, 2020 and 2019, the Company granted to its employees options to purchase 4,250,000 and 706,640 shares with a weighted average exercise price of $0.67 and $3.82 per share, respectively.

For the three months ended September 30, 2020 and 2019, the weighted-average grant date fair value of stock options granted was $0.35 and $1.42 per share, respectively. For the nine months ended September 30, 2020 and 2019, the weighted-average grant date fair value of stock options granted was $0.43 and $2.19 per share, respectively.

The Company recognized stock-based compensation expense for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	122,000	$	59,000	$	255,000	$	169,000
General and administrative	325,000		305,000		848,000		821,000
Total stock-based compensation expense	$	447,000	$	364,000	$	1,103,000	$	990,000

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows:


	Three Months Ended September 30,				Nine months Ended September 30,
	2020		2019		2020		2019
Risk-free interest rate	0.4	%	1.8	%	0.8	%	2.4	%
Expected volatility	77.9	%	68.2	%	74.8	%	68.2	%
Expected term (in years)	5.5		6.1		5.9		5.1
Expected dividend yield	0.0	%	0.0	%	0.0	%	0.0	%

Legal Proceedings	9 Months Ended
Legal Proceedings	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	Legal ProceedingsThe Company is subject to potential liabilities under various claims and legal actions that are pending or may be asserted. These matters arise in the ordinary course and conduct of the business. The Company intends to continue to defend itself vigorously in such matters. The Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the Company’s assessment, it currently does not have any amount accrued as it is not a defendant in any claims or legal actions.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to taxation in the United States, United Kingdom and various state jurisdictions. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the full valuation allowance on the Company's U.S. net operating losses.In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property (QIP). The CARES Act did not have a material impact on the Company’s income tax provision for the three and nine months ended September 30, 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Acquisition of Lineagen

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Acquisition of Lineagen

On August 21, 2020, the Company, Merger Sub, Lineagen, and Michael S. Paul, Ph.D., solely in his capacity as exclusive agent and attorney-in-fact of the securityholders of Lineagen, entered into the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Lineagen whereupon the separate corporate existence of Merger Sub ceased, with Lineagen continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the shares of capital stock of Lineagen and all options of Lineagen that were issued and outstanding immediately prior to the Effective Time were automatically cancelled and extinguished without any payment with respect thereto. Certain holders of convertible notes and other indebtedness of Lineagen at the closing of the Merger (the “Closing”) received common stock of the Company. The total number of shares of the Company’s common stock issued or reserved for issuance as consideration for the Merger is 6,167,510 shares, subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen (the “Merger Shares”). 925,126 of the Merger Shares (the “Escrowed Shares”) will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement.

Also as consideration for the Merger, pursuant to the Merger Agreement, the Company paid approximately $1.9 million in cash to certain creditors and assumed certain liabilities of Lineagen totaling approximately $2.9 million, reflective of the Company's preliminary estimate of the post-closing purchase price adjustment (which adjustment is subject to finalization pursuant to the terms of the Merger Agreement). In addition, on August 21, 2020, concurrent with the Closing, the Company paid approximately $1.1 million to satisfy all outstanding principal and accrued interest amounts due pursuant to that certain Promissory Note, dated April 22, 2020, by and between Lineagen and Silicon Valley Bank (the “Lineagen PPP Loan”), issued pursuant to the CARES Act administered by the SBA. The amount outstanding under the Lineagen PPP Loan previously accrued interest of 1.00% per annum and was subject to the standard terms and conditions applicable to loans administered by the SBA under the CARES Act. The Lineagen PPP Loan was repaid by the Company prior to maturity without penalty.

The Company accounted for its acquisition of Lineagen using the acquisition method of accounting pursuant to ASC 805. The tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date, and the excess of the purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed was recorded to goodwill.

The purchase price allocation for the acquisition of Lineagen is preliminary and subject to revision as additional information about the fair value of assets and liabilities becomes available. As permitted under ASC 805, the Company is allowed a measurement period, which may not exceed one year, in which to complete its accounting for the acquisition. The Company has recognized provisional amounts for certain items, and subsequent adjustments during the measurement period to any of these items may affect the amount of goodwill recognized. In particular, the Company has not yet completed its accounting for any acquired tax liabilities.

As discussed above, the purchase price for the acquisition of Lineagen is subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen. The following is the estimated purchase price for the acquisition of Lineagen:


Cash (a)	$	1,940,000
Cash transferred for repayment of Lineage PPP Loan (b)	$	1,104,000
Shares common stock issued as consideration (c)	6,167,510
Estimated shares of common stock to be returned to the Company (c)	(138,247)
Stock price per share on Effective Date	$	0.68
Value of estimated common stock consideration (c)	$	4,100,000
Total estimated purchase price (c)	$	7,144,000

(a) The Company paid approximately $1.9 million in cash to certain creditors of Lineagen.

(b) The Company paid approximately $1.1 million to satisfy all outstanding principal and accrued interest amounts due pursuant to the Lineagen PPP Loan.

(c) The total number of shares of the Company’s common stock issued or reserved for issuance as consideration for the Merger was 6,167,510 shares. 925,126 of the Merger Shares will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement. The total number of Merger Shares is subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen. The value of the estimated common stock consideration and the total estimated purchase price incorporate the return of an estimated 138,247 Escrowed Shares to the Company based on a preliminary estimate of this adjustment.

The total estimated purchase price was allocated to Lineagen’s tangible and identifiable intangible assets acquired and liabilities assumed on based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill, as follows:


Cash and cash equivalents	$	596,000
Accounts receivable	569,000
Other assets	209,000
Property and equipment, net	111,000
Intangible assets	1,580,000
Goodwill	6,941,000
Accounts payable and other accrued liabilities	(2,862,000)
Net assets acquired	$	7,144,000

The acquisition date fair values of identifiable intangible assets acquired are as following:


Customer relationships	$	950,000
Trade name	630,000
Fair value of identifiable intangible assets	$	1,580,000

The customer relationships and trade name intangibles are both being amortized on a straight-line basis over their estimated useful lives of five years. Straight-line amortization was determined to be materially consistent with the pattern of expected use of the intangible assets.

The Company recognized $1.1 million of acquisition-related costs, including financial advisor fees, legal expenses and accounting fees during the nine months ended September 30, 2020. These costs are included in the condensed consolidated statement of operations in selling, general and administrative expense.

The amounts of revenue and net loss of Lineagen included in the Company’s Services and Other Revenue on the condensed consolidated statement of operations from the acquisition date to September 30, 2020 are as follows (in thousands):


Revenue	$	445,000
Net loss	$	(330,000)

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Lineagen as if the companies had been combined as of January 1, 2019. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Lineagen to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2019. The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2019.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue	$	3,018,000	$	5,123,000	$	7,948,000	$	13,287,000
Net loss	(10,087,000)		(7,588,000)		(30,375,000)		(26,892,000)
Basic and diluted net loss per share	$	(0.07)	$	(0.45)	$	(0.33)	$	(1.61)

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting purposes. The condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company's management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, changes in equity, and comprehensive loss and cash flows for each period presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All intercompany transactions and balances have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Certain prior year numbers were reclassified to conform with current year presentation. Such reclassification had no impact on the previously reported results of operations.
Recently Issued But Not Yet Adopted Accounting Pronouncements	Recently Issued But Not Yet Adopted Accounting Pronouncements In April 2012, the Jump-Start Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than when public companies must adopt the standards. The Company has elected to take advantage of the extended transition period afforded by the JOBS Act and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for emerging growth companies, which are the dates included below. In February 2015, the FASB issued Accounting Standards Update ("ASU") 2016-2, Leases (Topic 842), which amends the accounting guidance for leases and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. ASU 2016-2 initially mandated a modified retrospective transition method, however, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU 2016-2, permitting entities the option to adopt this standard prospectively with a cumulative-effect adjustment to opening equity in the year of adoption and include required disclosures for prior periods but will not restate prior periods. The Company anticipates implementing the accounting guidance for leases using the alternative method beginning with the annual reporting period ending December 31, 2022 and interim reporting periods in 2023. The Company is in the process of evaluating the impact of adoption of the lease accounting guidance on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of credit Losses on Financial Instruments (ASU 2016-13), which amends the impairment model by requiring entities to use a forward looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The standard is effective for the company beginning in the first quarter of 2023, with early adoption permitted. the Company is currently evaluating the expected impact of ASU 2016-13 on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major seperation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and adoption must be as of the beginning of the Company's annual fiscal year. The company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Lineagen Acquisition	Lineagen Acquisition On August 21, 2020, the Company, Alta Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Lineagen, a Delaware corporation, and Michael S. Paul, Ph.D., solely in his capacity as exclusive agent and attorney-in-fact of the securityholders of Lineagen, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Lineagen (the “Merger”) whereupon the separate corporate existence of Merger Sub ceased, with Lineagen continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company. The Company accounted for its acquisition of Lineagen using the acquisition method of accounting pursuant to Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"). Under ASC 805, the tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the acquisition date. Any excess purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The Company based the estimated fair value of identifiable intangible assets acquired on independent valuations that use information and assumptions provided by the Company’s management. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates and useful lives could result in different purchase price allocations and amortization expense in current and future periods. Under ASC 805, acquisition-related transaction costs (such as advisory, legal, valuation, other professional fees) are expensed in the statements of operations in the periods incurred.
Long-Lived Assets (including Finite-Lived Purchased Intangible Assets)	Long-Lived Assets (including Finite-Lived Purchased Intangible Assets) Long-lived assets consist of property and equipment and purchased finite-lived intangible assets. The Company records property and equipment at cost, and records purchased finite-lived intangible assets based on their fair values at the date of acquisition. Property and equipment generally consist of laboratory equipment, computer and office equipment, furniture and fixtures, and leasehold improvements. Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the assets (generally three to five years, or the remaining term of the lease for leasehold improvements, whichever is shorter). Repairs and maintenance costs are charged to expense as incurred. Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Intangible assets are amortized over the estimated useful life of the asset on a basis that approximates the pattern of economic benefit. Intangible assets are reviewed for impairment if indicators of potential impairment exist. There was no indication of impairment of intangible assets for any of the periods presented. As a result of the Lineagen acquisition the Company recorded intangible assets, which consist of a trade name intangible and customer relationship intangible, which will be amortized using the straight-line method over the estimated useful lives of the assets of five years, which is consistent with the pattern of economic benefit of the assets. If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets (other than goodwill), that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset (other than goodwill) is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense.
Long-Lived Assets (including Finite-Lived Purchased Intangible Assets)	Long-Lived Assets (including Finite-Lived Purchased Intangible Assets) Long-lived assets consist of property and equipment and purchased finite-lived intangible assets. The Company records property and equipment at cost, and records purchased finite-lived intangible assets based on their fair values at the date of acquisition. Property and equipment generally consist of laboratory equipment, computer and office equipment, furniture and fixtures, and leasehold improvements. Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the assets (generally three to five years, or the remaining term of the lease for leasehold improvements, whichever is shorter). Repairs and maintenance costs are charged to expense as incurred. Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Intangible assets are amortized over the estimated useful life of the asset on a basis that approximates the pattern of economic benefit. Intangible assets are reviewed for impairment if indicators of potential impairment exist. There was no indication of impairment of intangible assets for any of the periods presented. As a result of the Lineagen acquisition the Company recorded intangible assets, which consist of a trade name intangible and customer relationship intangible, which will be amortized using the straight-line method over the estimated useful lives of the assets of five years, which is consistent with the pattern of economic benefit of the assets. If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets (other than goodwill), that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset (other than goodwill) is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense.
Goodwill	Goodwill Goodwill arises when the purchase price of an acquired business exceeds the fair value of the identifiable net assets acquired, with such excess recorded as goodwill on the balance sheet. Goodwill is not subsequently amortized. Goodwill is reviewed for impairment annually (during the fourth quarter) or more frequently if indications of impairment exist. In testing goodwill for impairment, the Company will first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then the Company will perform a quantitative impairment analysis by comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill. An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total goodwill allocated to the reporting unit.
Revenue Recognition for Diagnostic Services	Revenue Recognition for Diagnostic ServicesThe Company generates revenue by performing diagnostic testing services. Revenue from the completion of diagnostic testing services is recorded at the billed value less estimated contractual adjustments. The Company performs its obligation under a contract with a customer by processing diagnostic tests and communication of test results, which is the point at which the Company has determined control is transferred to the customer for revenue recognition purposes.
Net Loss Per Share	Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include warrants and outstanding stock options under the Company’s equity incentive plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 20
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 20
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 18
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders


	September 30, 2020	September 30, 2019
Stock options	5,331,000	1,844,000
Warrants	29,709,000	4,224,000
Total	35,040,000	6,068,000

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognition

Revenue by Source


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Instruments	$	724,000	$	2,370,000	$	1,487,000	$	5,262,000
Consumables	856,000		792,000		2,016,000		1,608,000
Total product revenue	1,580,000		3,162,000		3,503,000		6,870,000
Service and other	616,000		151,000		1,010,000		470,000
Total revenue	$	2,196,000	$	3,313,000	$	4,513,000	$	7,340,000

Service and other for the three and nine months includes diagnostics for the period from August 21, 2020 through September 30, 2020.

Revenue by Geographic Location


	Three Months Ended September 30,								Nine Months Ended September 30,
	2020				2019				2020				2019
	$		%		$		%		$		%		$		%
North America	$	874,000	40	%	$	1,831,000	56	%	$	2,388,000	53	%	$	4,050,000	55	%
EMEIA	1,204,000		55	%	943,000		28	%	1,908,000		42	%	2,367,000		32	%
Asia Pacific	118,000		5	%	539,000		16	%	217,000		5	%	923,000		13	%
Total	$	2,196,000	100	%	$	3,313,000	100	%	$	4,513,000	100	%	$	7,340,000	100	%

Balance Sheet Account Details (Tables)

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable


	September 30, 2020		December 31, 2019
Accounts receivable, net:
Accounts receivable, trade1	$	5,749,000	$	6,889,000
Less allowance for doubtful accounts	(1,889,000)		(555,000)
	$	3,860,000	$	6,334,000

1Includes $635,000 of accounts receivable from diagnostic services.

Schedule of Components of Inventories


	September 30, 2020		December 31, 2019
Inventory:
Materials and supplies	$	2,622,000	$	951,000
Finished goods	1,971,000		2,493,000
	$	4,593,000	$	3,444,000

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Debt

The carrying value of the Company's debt for the periods presented was as follows:


	September 30, 2020		December 31, 2019
Term Loans	$	15,860,000	$	20,473,000
Revolver	—		1,498,000
PPP Loan	1,775,000		—
Total principal	17,635,000		21,971,000
Less unamortized debt issuance costs	(1,621,000)		(1,886,000)
Total carrying value of debt	$	16,014,000	$	20,085,000

Stockholders’ Equity and Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Warrant Activity

A summary of the Company’s warrant activity for the nine months ended September 30, 2020 was as follows:


	Shares of Stock under Warrants	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2020	24,406,000	$	1.76	4.82	$	7,933,000
Granted	95,396,000	0.22		4.53
Exercised	(90,093,000)	0.21			37,150,000
Canceled	—
Outstanding at September 30, 2020	29,709,000	$	1.54	4.11	$	1,813,000
Vested and exercisable at September 30, 2020	29,709,000	$	1.54	4.11	$	—

Summary of Stock Option Activity

A summary of the Company’s stock option activity under the Company's equity incentive plans for the nine months ended September 30, 2020 was as follows:


	Shares of Stock under Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2020	1,743,000	$	5.73	8.2	$	4,000
Granted	4,250,000	0.67
Exercised	—	—			$	—
Canceled	(662,000)	3.52
Outstanding at September 30, 2020	5,331,000	$	1.97	8.96	$	353,000
Vested and exercisable at September 30, 2020	1,119,000	$	5.10	7.31	$	—

Summary of Recognized Stock-Based Compensation Expense

The Company recognized stock-based compensation expense for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	122,000	$	59,000	$	255,000	$	169,000
General and administrative	325,000		305,000		848,000		821,000
Total stock-based compensation expense	$	447,000	$	364,000	$	1,103,000	$	990,000

Schedule of Weighted-Average Assumptions in Black -Scholes Option Pricing Model

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows:


	Three Months Ended September 30,				Nine months Ended September 30,
	2020		2019		2020		2019
Risk-free interest rate	0.4	%	1.8	%	0.8	%	2.4	%
Expected volatility	77.9	%	68.2	%	74.8	%	68.2	%
Expected term (in years)	5.5		6.1		5.9		5.1
Expected dividend yield	0.0	%	0.0	%	0.0	%	0.0	%

Acquisition of Lineagen (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Business Acquisition

The following is the estimated purchase price for the acquisition of Lineagen:


Cash (a)	$	1,940,000
Cash transferred for repayment of Lineage PPP Loan (b)	$	1,104,000
Shares common stock issued as consideration (c)	6,167,510
Estimated shares of common stock to be returned to the Company (c)	(138,247)
Stock price per share on Effective Date	$	0.68
Value of estimated common stock consideration (c)	$	4,100,000
Total estimated purchase price (c)	$	7,144,000

(a) The Company paid approximately $1.9 million in cash to certain creditors of Lineagen.

(b) The Company paid approximately $1.1 million to satisfy all outstanding principal and accrued interest amounts due pursuant to the Lineagen PPP Loan.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Cash and cash equivalents	$	596,000
Accounts receivable	569,000
Other assets	209,000
Property and equipment, net	111,000
Intangible assets	1,580,000
Goodwill	6,941,000
Accounts payable and other accrued liabilities	(2,862,000)
Net assets acquired	$	7,144,000

Schedule of Intangible Assets Acquired as Part of Business Combination

The acquisition date fair values of identifiable intangible assets acquired are as following:


Customer relationships	$	950,000
Trade name	630,000
Fair value of identifiable intangible assets	$	1,580,000

Business Acquisition, Pro Forma Information


Revenue	$	445,000
Net loss	$	(330,000)

The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2019.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue	$	3,018,000	$	5,123,000	$	7,948,000	$	13,287,000
Net loss	(10,087,000)		(7,588,000)		(30,375,000)		(26,892,000)
Basic and diluted net loss per share	$	(0.07)	$	(0.45)	$	(0.33)	$	(1.61)

Organization and Basis of Presentation (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 21, 2020	Sep. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit		$ (131,953)	$ (102,577)
Cash and cash equivalents		$ 18,867	$ 17,311
Lineagen
Property, Plant and Equipment [Line Items]
Intangible assets useful life	5 years
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment useful life		3 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment useful life		5 years

Net Loss Per Share (Details) - shares shares in Thousands	9 Months Ended
Net Loss Per Share (Details) - shares shares in Thousands	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	35,040	6,068
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	5,331	1,844
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	29,709	4,224

Revenue Recognition - Revenue by Source and Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 2,196	$ 3,313	$ 4,513	$ 7,340
North America
Disaggregation of Revenue [Line Items]
Revenue	874	1,831	2,388	4,050
EMEIA
Disaggregation of Revenue [Line Items]
Revenue	1,204	943	1,908	2,367
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 118	$ 539	$ 217	$ 923
Revenue from Contract with Customer \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| North America
Disaggregation of Revenue [Line Items]
Concentration risk percentage	40.00%	56.00%	53.00%	55.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| EMEIA
Disaggregation of Revenue [Line Items]
Concentration risk percentage	55.00%	28.00%	42.00%	32.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| Asia Pacific
Disaggregation of Revenue [Line Items]
Concentration risk percentage	5.00%	16.00%	5.00%	13.00%
Instruments
Disaggregation of Revenue [Line Items]
Revenue	$ 724	$ 2,370	$ 1,487	$ 5,262
Consumables
Disaggregation of Revenue [Line Items]
Revenue	856	792	2,016	1,608
Product revenue
Disaggregation of Revenue [Line Items]
Revenue	1,580	3,162	3,503	6,870
Service and other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 616	$ 151	$ 1,010	$ 470

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Performance obligation	$ 500		$ 500
Revenue recognized	$ 66	$ 39	$ 299	$ 117
Geographic Concentration Risk \| Revenue Benchmark \| United States
Disaggregation of Revenue [Line Items]
Concentration risk percentage	40.00%	48.00%	51.00%	52.00%
Customer Concentration Risk \| Accounts Receivable \| Largest Customer
Disaggregation of Revenue [Line Items]
Concentration risk percentage			9.00%		10.00%

Revenue Recognition - Remaining Performance Obligations (Details)	Sep. 30, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, percentage	27.60%
Timing of satisfaction of remaining performance obligation	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, percentage	61.20%
Timing of satisfaction of remaining performance obligation	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, percentage	7.60%
Timing of satisfaction of remaining performance obligation	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, percentage	3.60%
Timing of satisfaction of remaining performance obligation	1 year

Balance Sheet Account Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade	$ 5,749		$ 6,889
Less allowance for doubtful accounts	(1,889)		(555)
Accounts receivable, net	3,860		$ 6,334
Provision for bad debt expense	1,334	$ 0
Diagnostic Services
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade	$ 635

Balance Sheet Account Details - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Materials and supplies	$ 2,622	$ 951
Finished goods	1,971	2,493
Inventory, net	$ 4,593	$ 3,444

Debt - Narrative (Details)		1 Months Ended
Debt - Narrative (Details)	Apr. 17, 2020 USD ($)	Apr. 30, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2020 payment
The Loan \| Unsecured Loan
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 1,800,000
Term A-1 Loan
Debt Instrument [Line Items]
Term loan face value				$ 17,500,000
Term A-2 Loan
Debt Instrument [Line Items]
Term loan face value				$ 2,500,000
Innovatus LSA
Debt Instrument [Line Items]
Debt percentage				3.00%
Term loan face value				$ 5,000,000.0
Cash rate				10.25%
Discounted cash rate				7.25%
Effective interest rate					16.70%
Number of monthly payments \| payment					24
Repayments of debt			$ 2,100,000
Default payment required upon completion of equity raise		$ 2,900,000	2,900,000
Minimum cash balance			$ 2,000,000
Waiver fee payment period			45 days
Waiver fee		200,000	$ 200,000
Prepayment fee		$ 100,000	$ 100,000
Warrants to purchase shares issued (in shares) \| shares		872,601
Innovatus LSA \| PIK
Debt Instrument [Line Items]
Cash rate				3.00%
Revolver
Debt Instrument [Line Items]
Term loan facility available				$ 5,000,000.0
Prepayment fee percentage				2.00%

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total principal	$ 17,635	$ 21,971
Less unamortized debt issuance costs	(1,621)	(1,886)
Total carrying value of debt	16,014	20,085
Term Loans
Debt Instrument [Line Items]
Total principal	15,860	20,473
Revolver
Debt Instrument [Line Items]
Total principal	0	1,498
PPP Loan
Debt Instrument [Line Items]
Total principal	$ 1,775	$ 0

Stockholders’ Equity and Stock-Based Compensation - Follow-on Public Offering Narrative (Details) - USD ($)	1 Months Ended
	Apr. 30, 2020	Sep. 30, 2020	Aug. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Warrants exercise price (in USD per share)		$ 1.54		$ 1.76
Gross proceeds	$ 18,000,000.0
Underwriting discounts and commissions and other offering expenses	$ 1,600,000
Authorized amount of stock to be issued			$ 125,000,000.0
Pre-Funded Warrant
Class of Stock [Line Items]
Number of securities called by each warrant (in shares)	1
Price per share (in USD per share)	$ 0.329
Warrants exercise price (in USD per share)	$ 0.001
Common Warrants
Class of Stock [Line Items]
Number of securities called by each warrant (in shares)	1
Price per share (in USD per share)	$ 0.33
Warrants exercise price (in USD per share)	$ 0.33
Class of warrant or right, expiration period	5 years
Common Stock
Class of Stock [Line Items]
Number of shares issued (in shares)	16,896,000
Authorized amount of stock to be issued			$ 40,000,000.0
Common Stock \| Pre-Funded Warrant
Class of Stock [Line Items]
Warrants to purchase shares (in shares)	37,650,000
Common Stock \| Common Warrants
Class of Stock [Line Items]
Warrants to purchase shares (in shares)	54,546,000

Stockholders’ Equity and Stock-Based Compensation - Warrant Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Shares of Stock under Warrants
Beginning balance (in shares)	24,406
Granted (in shares)	95,396
Exercised (in shares)	(90,093)
Canceled (in shares)	0
Ending balance (in shares)	29,709	24,406
Vested and exercisable (in shares)	29,709
Weighted- Average Exercise Price
Beginning balance (in USD per share)	$ 1.76
Granted (in USD per share)	0.22
Exercised (in USD per share)	0.21
Ending balance (in USD per share)	1.54	$ 1.76
Vested and exercisable (in USD per share)	$ 1.54
Weighted- Average Remaining Contractual Term
Balance	4 years 1 month 9 days	4 years 9 months 25 days
Granted	4 years 6 months 10 days
Vested and exercisable	4 years 1 month 9 days
Aggregate Intrinsic Value
Beginning balance	$ 7,933
Exercised	37,150
Ending balance	1,813	$ 7,933
Vested and exercisable	$ 0

Stockholders’ Equity and Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Shares of Stock under Stock Options
Beginning balance (in shares)			1,743,000
Granted (in shares)	2,659,000	29,800	4,250,000	706,640
Exercised (in shares)			0
Canceled (in shares)			(662,000)
Ending balance (in shares)	5,331,000		5,331,000		1,743,000
Vested and exercisable (in shares)	1,119,000		1,119,000
Weighted- Average Exercise Price
Beginning balance (in USD per share)			$ 5.73
Granted (in USD per share)	$ 0.55	$ 2.33	0.67	$ 3.82
Exercised (in USD per share)			0
Canceled (in USD per share)			3.52
Ending balance (in USD per share)	1.97		1.97		$ 5.73
Vested and exercisable (in USD per share)	$ 5.10		$ 5.10
Weighted- Average Remaining Contractual Term
Outstanding (in years)			8 years 11 months 15 days		8 years 2 months 12 days
Vested and exercisable (in years)			7 years 3 months 21 days
Aggregate Intrinsic Value
Beginning balance			$ 4
Exercised			0
Ending balance	$ 353		353		$ 4
Vested and exercisable	$ 0		$ 0
Weighted-average grant date fair value (in USD per share)	$ 0.35	$ 1.42	$ 0.43	$ 2.19

Stockholders’ Equity and Stock-Based Compensation - Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	$ 447	$ 364	$ 1,103	$ 990
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	122	59	255	169
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	$ 325	$ 305	$ 848	$ 821

Stockholders’ Equity and Stock-Based Compensation - Assumptions (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	0.40%	1.80%	0.80%	2.40%
Expected volatility (as a percent)	77.90%	68.20%	74.80%	68.20%
Expected term (in years)	5 years 6 months	6 years 1 month 6 days	5 years 10 months 24 days	5 years 1 month 6 days
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%

Acquisition of Lineagen - Narrative (Details) - Lineagen - USD ($) $ in Thousands		9 Months Ended
	Aug. 21, 2020	Sep. 30, 2020
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)	6,167,510
Cash consideration transferred in acquisition	$ 1,940
Liabilities assumed of acquiree	2,900
Payment to satisfy outstanding principal and accrued interest amounts	$ 1,104
Intangible assets useful life	5 years
Acquisition related costs		$ 1,100
Escrowed Shares
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)	925,126

Acquisition of Lineagen - Acquisition Purchase Price (Details) - Lineagen $ / shares in Units, $ in Thousands	Aug. 21, 2020 USD ($) $ / shares shares
Business Acquisition [Line Items]
Cash	$ 1,940
Cash transferred for repayment of Lineage PPP Loan	$ 1,104
Shares of common stock issued as consideration (in shares) \| shares	6,167,510
Estimated shares of common stock to be returned to the Company \| shares	(138,247)
Stock price per share on Effective Date (in dollars per share) \| $ / shares	$ 0.68
Value of estimated common stock consideration	$ 4,100
Total estimated purchase price	$ 7,144
Escrowed Shares
Business Acquisition [Line Items]
Shares of common stock issued as consideration (in shares) \| shares	925,126

Acquisition of Lineagen - Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Aug. 21, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 6,941		$ 0
Lineagen
Business Acquisition [Line Items]
Cash and cash equivalents		$ 596
Accounts receivable		569
Other assets		209
Property and equipment, net		111
Intangible assets		1,580
Goodwill		6,941
Accounts payable and other accrued liabilities		(2,862)
Net assets acquired		$ 7,144

Acquisition of Lineagen - Identifiable Intangible Assets (Details) - Lineagen $ in Thousands	Aug. 21, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 1,580
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets	950
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 630

Acquisition of Lineagen - Revenue and Net Loss of Acquiree included in Statement of Operations (Details) - Lineagen $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Business Acquisition [Line Items]
Revenue	$ 445
Net loss	$ (330)

Acquisition of Lineagen - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Basic net loss per share (in dollars per share)	$ (0.07)	$ (0.45)	$ (0.33)	$ (1.61)
Diluted net loss per share (in dollars per share)	$ (0.07)	$ (0.45)	$ (0.33)	$ (1.61)
Lineagen
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Revenue	$ 3,018	$ 5,123	$ 7,948	$ 13,287
Net loss	$ (10,087)	$ (7,588)	$ (30,375)	$ (26,892)