0001411690-21-000014 | 10-Q | XBRL Viewer

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Organization and Basis of Presentation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 362,057,000		$ 38,449,000
Working capital	363,100,000
Class of Stock [Line Items]
Gain on forgiveness of Paycheck Protection Program loan	1,775,000	$ 0
Revolving Credit Facility \| Innovatus LSA
Class of Stock [Line Items]
Term loan facility available	$ 5,000,000.0

Stockholders’ Equity and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Warrant Activity

A summary of the Company’s warrant activity during the three months ended March 31, 2021 was as follows:


	Shares of Stock under Warrants	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	15,174,000	$	2.34	3.76	$	26,841,000
Granted	—
Exercised	(10,739,000)	0.89			57,912,000
Canceled	(24,000)
Outstanding at March 31, 2021	4,411,000	$	5.89	2.50	$	2,911,000

Summary of Stock Option Activity

A summary of the Company’s stock option activity during the three months ended March 31, 2021 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, 2021	5,290,000	$	1.91	8.7	$	10,178,000
Granted	138,000	10.83
Exercised	(102,000)	3.28			$	1,153,000
Canceled	(200,000)	0.97
Outstanding at March 31, 2021	5,126,000	$	2.16	8.66	$	31,554,000
Vested and exercisable at March 31, 2021	1,704,000	$	3.62	8.02	$	8,403,000

Summary of Recognized Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2021		2020
Research and development	$	81,000	$	67,000
General and administrative	290,000		261,000
Total stock-based compensation expense	$	371,000	$	328,000

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 March 31,
	2021		2020
Risk-free interest rate	0.7	%	1.4	%
Expected volatility	79.3	%	70.0	%
Expected term (in years)	6.1		6.0
Expected dividend yield	0.0	%	0.0	%

Stockholders’ Equity and Stock-Based Compensation - Assumptions (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	0.70%	1.40%
Expected volatility	79.30%	70.00%
Expected term (in years)	6 years 1 month 6 days	6 years
Expected dividend yield	0.00%	0.00%

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

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

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):


	March 31, 2021	March 31, 2020
Stock options	5,126,000	2,760,000
Warrants	4,411,000	24,128,000
Total	9,537,000	26,888,000

Stockholders’ Equity and Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Shares of Stock under Stock Options
Beginning balance (in shares)	5,290
Granted (in shares)	138
Exercised (in shares)	(102)
Canceled (in shares)	(200)
Ending balance (in shares)	5,126		5,290
Vested and exercisable (in shares)	1,704
Weighted- Average Exercise Price
Beginning balance (in USD per share)	$ 1.91
Granted (in USD per share)	10.83
Exercised (in USD per share)	3.28
Canceled (in USD per share)	0.97
Ending balance (in USD per share)	2.16		$ 1.91
Vested and exercisable (in USD per share)	$ 3.62
Weighted- Average Remaining Contractual Term
Outstanding (in years)	8 years 7 months 28 days		8 years 8 months 12 days
Vested and exercisable (in years)	8 years 7 days
Aggregate Intrinsic Value
Beginning balance	$ 10,178
Exercised	1,153
Ending balance	31,554		$ 10,178
Vested and exercisable	$ 8,403
Weighted-average grant date fair value (in USD per share)	$ 10.83	$ 1.04

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
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.

- 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

Balance Sheet Account Details - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Product Information [Line Items]
Accounts receivable	$ 1,992,000		$ 2,775,000
Recovery of bad debt expense	28,000
Provision for bad debt expense	$ 0	$ 958,000
Ruhr-Universitay Bochum \| Accounts Receivable \| Customer Concentration Risk
Product Information [Line Items]
Concentration risk percentage	10.00%
Illumina \| Accounts Receivable \| Customer Concentration Risk
Product Information [Line Items]
Concentration risk percentage			17.30%
Quest Diagnositcs \| Accounts Receivable \| Customer Concentration Risk
Product Information [Line Items]
Concentration risk percentage			10.10%
Lineagen
Product Information [Line Items]
Accounts receivable	$ 284,000

Debt

3 Months Ended

Mar. 31, 2021

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 accrued 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. In February 2021, the Company applied for forgiveness of the PPP Loan, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full. A gain on forgiveness of Paycheck Protection Program loan of $1.8 million was recognized during the three months ended March 31, 2021.

Innovatus LSA

In March 2019, the Company entered into a Loan and Security Agreement (the “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 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, the “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 March 31, 2021, the effective interest rate, including debt issuance costs, for the 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 LSA provides for prepayment fees of 3.0% of the outstanding balance of the loan if the loan is repaid on or prior to March 14, 2020, 2.0% of the amount prepaid if the prepayment occurs after March 14, 2020 but prior to March 14, 2021, 1.0% of the amount prepaid after March 14, 2021 but prior to March 14, 2022 and 0% of the amount prepaid if the prepayment occurs thereafter. In addition, upon the final repayment of the total amounts borrowed, the Company is required to pay an end of term fee of $0.8 million. This end of term fee is being recognized as interest expense over the term of the LSA.

The LSA also provides for a revolving line of credit in an amount not to exceed $5.0 million (the “Revolver”), under which no borrowings were outstanding as of March 31, 2021 and December 31, 2020. The Company may repay and re-borrow 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 LSA allows the Company to borrow and repay amounts at any time prior to the maturity date in 2024.

The LSA is collateralized by substantially all of the Company’s assets, including its intellectual property. The 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 and (2) a revenue covenant requiring the Company to meet certain minimum revenue targets measured at the end of each calendar quarter. The LSA also includes certain standard events of default, and a provision that Innovatus could declare an event of default upon the occurrence of any event that it interprets as having a material adverse impact to the Company’s business, operations, or condition, a material impairment on the Company’s ability to pay the secured obligations under the LSA, or upon a material adverse effect on the collateral under the agreement, thereby requiring the Company to repay the loans immediately, together with a prepayment fee and other applicable fees. As of March 31, 2021, the Company believes there have been no events or changes in conditions that could require immediate repayment of amounts due to Innovatus. As of March 31, 2021, the Company was in compliance with the covenants under the Innovatus LSA and the Revolver.

Summary of Debt Obligations

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


	March 31, 2021		December 31, 2020
Term Loans	$	16,099,000	$	15,981,000

PPP Loan	—		1,775,000
Total principal	16,099,000		17,756,000
Less unamortized debt issuance costs	(1,233,000)		(1,430,000)
Total carrying value of debt	$	14,866,000	$	16,326,000

Debt - Narrative (Details)		1 Months Ended	3 Months Ended
Debt - Narrative (Details)	Apr. 17, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2021 USD ($) payment	Mar. 31, 2020 USD ($)
Debt Instrument [Line Items]
Gain on forgiveness of Paycheck Protection Program loan			$ 1,775,000	$ 0
Loan Under Paycheck Protection Program \| Unsecured Loan
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 1,800,000
Gain on forgiveness of Paycheck Protection Program loan			$ 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 Term 3 Loan
Debt Instrument [Line Items]
Term loan face value		$ 5,000,000.0
Innovatus LSA
Debt Instrument [Line Items]
Cash rate		10.25%
Discounted cash rate		7.25%
Effective interest rate			16.70%
Number of monthly payments \| payment			24
End of term fee		$ 800,000
Innovatus LSA \| Period One
Debt Instrument [Line Items]
Prepayment fee percentage		3.00%
Innovatus LSA \| Period Two
Debt Instrument [Line Items]
Prepayment fee percentage		2.00%
Innovatus LSA \| Period Three
Debt Instrument [Line Items]
Prepayment fee percentage		1.00%
Innovatus LSA \| Period Four
Debt Instrument [Line Items]
Prepayment fee percentage		0.00%
Innovatus LSA \| PIK
Debt Instrument [Line Items]
Cash rate		3.00%
Revolver
Debt Instrument [Line Items]
Prepayment fee percentage		2.00%
Term loan facility available		$ 5,000,000.0

Stockholders’ Equity and Stock-Based Compensation - Warrant Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Shares of Stock under Warrants
Beginning balance (in shares)	15,174
Granted (in shares)	0
Exercised (in shares)	(10,739)
Canceled (in shares)	(24)
Ending balance (in shares)	4,411	15,174
Weighted- Average Exercise Price
Beginning balance (in USD per share)	$ 2.34
Granted (in USD per share)
Exercised (in USD per share)	0.89
Ending balance (in USD per share)	$ 5.89	$ 2.34
Weighted- Average Remaining Contractual Term
Balance	2 years 6 months	3 years 9 months 3 days
Granted
Aggregate Intrinsic Value
Beginning balance	$ 26,841
Exercised	57,912
Ending balance	$ 2,911	$ 26,841

Revenue Recognition - Remaining Performance Obligations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation	$ 409,000
Revenue recognized	$ 156,885	$ 127,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, percentage	64.80%
Timing of satisfaction of remaining performance obligation	9 months
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	31.10%
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	4.10%
Timing of satisfaction of remaining performance obligation	1 year

Balance Sheet Account Details

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Account Details

Accounts Receivable


	March 31, 2021		December 31, 2020
Accounts receivable, net:
Accounts receivable, trade	$	4,083,000	$	4,894,000
Less allowance for doubtful accounts	(2,091,000)		(2,119,000)
	$	1,992,000	$	2,775,000

The Company extends credit to its customers in the normal course of business. For diagnostic testing services, receivables are based on either contractual rates with third-party payors, plus the amounts expected to be collected for any patient-responsibility portion, or for non-contracted arrangements, using the amounts expected to be collected from third-party payors and/or the patient-customer based on historical collection experience. The Company does not perform credit evaluations and therefore subsequent adjustments to the amount expected to be collected are recorded to revenue. The balance of our Lineagen accounts receivable balance as of March 31, 2021 was $284,000.

For optical genome mapping (“OGM”) products and services, credit is extended 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. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for doubtful accounts in selling, general and administrative expense. During the three months ended March 31, 2021, the Company recorded a recovery of bad debt expense of $(28,000), which is included in selling, general and administrative expenses. Amounts are charged to the allowance for doubtful accounts when collection efforts have been exhausted and are deemed uncollectible.

Concentrations

Accounts receivable is subject to concentration risk whenever a customer has a balance that meets or exceeds 10.0% of the Company’s total accounts receivable balance. As of March 31, 2021, there were no customer balances that met or exceeded 10.0% of the Company’s total accounts receivable balance. As of December 31, 2020, Illumina, and Quest Diagnostics represented 17.3%, and 10.1%, respectively, of the Company’s total accounts receivable balance.

Inventory

Inventory is stated at the lower of cost or net realizable value, on a first-in, first-out basis. Inventory includes raw materials and finished goods that may be used in the research and development process and such items are expensed as consumed or expired.

Provisions for slow-moving, excess, and obsolete inventories are estimated based on product life cycles, historical experience, and usage forecasts.

The components of inventories are as follows:


	March 31, 2021		December 31, 2020
Inventory:
Raw materials	$	2,736,000	$	2,283,000
Finished goods	300,000		1,033,000
	$	3,036,000	$	3,316,000

Acquisition of Lineagen (Tables)

3 Months Ended

Mar. 31, 2021

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)	$	1,105,000
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 closing 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.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	337,000
Other assets	209,000
Property and equipment, net	111,000
Intangible assets	1,580,000
Goodwill	7,173,000
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

The 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 March 31, (Unaudited)
	2020
Revenue	$	2,676,000
Net loss	(11,637,000)
Basic and diluted net loss per share	$	(0.28)

Acquisition of Lineagen - Narrative (Details) - Lineagen - USD ($) $ in Thousands		3 Months Ended
	Aug. 21, 2020	Dec. 31, 2020	Mar. 31, 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	$ 1,105
Adjustment to original purchase price		$ 232
Intangible assets useful life	5 years
Business Combination, Infrequent Adjustments
Business Acquisition [Line Items]
Amortization of acquired intangible assets			$ 77
Interest expense			$ (312)
Escrowed Shares
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)	925,126

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 362,057,000	$ 38,449,000
Accounts receivable, net of allowance for doubtful accounts of $2,091,000 and $2,119,000 as of March 31, 2021 and December 31, 2020, respectively	1,992,000	2,775,000
Inventory, net	3,036,000	3,316,000
Prepaid expenses and other current assets	3,166,000	2,250,000
Total current assets	370,251,000	46,790,000
Property and equipment, net	5,806,000	4,910,000
Intangible assets, net	1,396,000	1,475,000
Goodwill	7,173,000	7,173,000
Other long-term assets	235,000	103,000
Total assets	384,861,000	60,451,000
Current liabilities:
Accounts payable	2,209,000	2,930,000
Accrued expenses	4,659,000	5,599,000
Contract liabilities	301,000	416,000
Total current liabilities	7,169,000	8,945,000
Long-term debt, net of current portion	14,866,000	16,326,000
Long-term contract liabilities	108,000	98,000
Total liabilities	22,143,000	25,369,000
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.0001 par value, 400,000,000 shares authorized at March 31, 2021 and December 31, 2020; 278,794,000 and 189,953,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	28,000	19,000
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued or outstanding as of March 31, 2021 and December 31, 2020	0	0
Additional paid-in capital	516,321,000	178,747,000
Accumulated deficit	(153,631,000)	(143,684,000)
Total stockholders’ equity	362,718,000	35,082,000
Total liabilities and stockholders’ equity	$ 384,861,000	$ 60,451,000

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	$ 1,105
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 closing 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

Stockholders’ Equity and Stock-Based Compensation - Narrative (Details) - USD ($)					1 Months Ended	3 Months Ended
	May 12, 2021	Mar. 23, 2021	Jan. 25, 2021	Jan. 12, 2021	Jan. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Aug. 31, 2020
Class of Stock [Line Items]
Number of shares issued (in shares)			38,333,352	33,368,851	6,298,152	27,025,384
Average share price (in dollars per share)			$ 6.00	$ 3.05	$ 2.68		$ 0.82
Gross proceeds			$ 230,000,000.0	$ 101,800,000	$ 16,900,000	$ 22,100,000
Offering costs			$ 435,000	$ 293,000	$ 422,000		$ 573,000
Authorized amount of stock to be issued								$ 125,000,000.0
Restricted Stock Units (RSUs) \| R. Erik Holmlin \| Subsequent Event
Class of Stock [Line Items]
Units granted (in shares)	580,000
Restricted Stock Units (RSUs) \| R. Erik Holmlin \| Time-Based Vesting \| Subsequent Event
Class of Stock [Line Items]
Units granted (in shares)	290,000
Percentage of shares vesting on the first and second anniversary	50.00%
Vesting period, termination of employment	18 months
Restricted Stock Units (RSUs) \| R. Erik Holmlin \| Performance Satisfaction Vesting \| Subsequent Event
Class of Stock [Line Items]
Units granted (in shares)	290,000
Restricted Stock Units (RSUs) \| R. Erik Holmlin \| Performance Satisfaction Vesting \| Subsequent Event \| Minimum
Class of Stock [Line Items]
Vesting period, termination of employment	18 months
Restricted Stock Units (RSUs) \| R. Erik Holmlin \| Performance Satisfaction Vesting \| Subsequent Event \| Maximum
Class of Stock [Line Items]
Vesting period, termination of employment	4 years
Restricted Stock Units (RSUs) \| Mark Oldakowski \| Subsequent Event
Class of Stock [Line Items]
Units granted (in shares)	240,000
Restricted Stock Units (RSUs) \| Mark Oldakowski \| Time-Based Vesting \| Subsequent Event
Class of Stock [Line Items]
Percentage of shares vesting on the first and second anniversary	50.00%
Cowen
Class of Stock [Line Items]
Number of shares issued (in shares)						0
Aggregate offering price		$ 350,000,000.0
Commission fee		3.00%
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued (in shares)			5,000,002	4,352,458
Average share price (in dollars per share)			$ 5.64	$ 2.867
Common Stock
Class of Stock [Line Items]
Authorized amount of stock to be issued								$ 40,000,000.0

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

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


	March 31, 2021		December 31, 2020
Term Loans	$	16,099,000	$	15,981,000

PPP Loan	—		1,775,000
Total principal	16,099,000		17,756,000
Less unamortized debt issuance costs	(1,233,000)		(1,430,000)
Total carrying value of debt	$	14,866,000	$	16,326,000

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance (in shares) at Dec. 31, 2019		34,274,000
Beginning Balance at Dec. 31, 2019	$ 3,614,000	$ 3,000	$ 106,188,000	$ (102,577,000)
Equity
Stock-based compensation expense	328,000		328,000
Issue stock for warrant exercises (in shares)		3,478,000
Issue stock for warrant exercises	2,355,000	$ 0	2,355,000
Net loss	(10,510,000)			(10,510,000)
Ending Balance (in shares) at Mar. 31, 2020		37,752,000
Ending Balance at Mar. 31, 2020	(4,213,000)	$ 3,000	108,871,000	(113,087,000)
Beginning Balance (in shares) at Dec. 31, 2020		189,953,000
Beginning Balance at Dec. 31, 2020	$ 35,082,000	$ 19,000	178,747,000	(143,684,000)
Equity
Stock option exercises (in shares)	102,000	102,000
Stock option exercises	$ 333,000		333,000
Stock-based compensation expense	371,000		371,000
Issue common stock, net of issuance costs (in shares)		78,000,000
Issue common stock, net of issuance costs	327,486,000	$ 8,000	327,478,000
Issue stock for warrant exercises (in shares)		10,739,000
Issue stock for warrant exercises	9,393,000	$ 1,000	9,392,000
Net loss	(9,947,000)			(9,947,000)
Ending Balance (in shares) at Mar. 31, 2021		278,794,000
Ending Balance at Mar. 31, 2021	$ 362,718,000	$ 28,000	$ 516,321,000	$ (153,631,000)

Acquisition of Lineagen - Pro Forma Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Basic net loss per share (in dollars per share) \| $ / shares	$ (0.28)
Diluted net loss per share (in dollars per share) \| $ / shares	$ (0.28)
Lineagen
Business Acquisition [Line Items]
Revenue \| $	$ 2,676,000
Net loss \| $	$ (11,637,000)

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,091,000	$ 2,119,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	278,794,000	189,953,000
Common stock, shares outstanding (in shares)	278,794,000	189,953,000

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2021	May 07, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
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)		278,849,616
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
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

Litigation	3 Months Ended
Litigation	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Litigation	Litigation From time to time, the Company may be 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 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 material loss exposure as it is not a defendant in any claims or legal actions.

Balance Sheet Account Details - Schedule of Components of Inventories (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 2,736,000	$ 2,283,000
Finished goods	300,000	1,033,000
Inventory, net	$ 3,036,000	$ 3,316,000

Organization and Basis of Presentation (Policies)	3 Months Ended
Organization and Basis of Presentation (Policies)	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of PresentationThe 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, 2020.
Liquidity	Liquidity As of March 31, 2021, the Company had approximately $362.1 million in cash and cash equivalents, and working capital of $363.1 million as a result of common stock offerings executed in the quarters ended December 31, 2020 and March 31, 2021. In February 2021, we applied for forgiveness of our Paycheck Protection Program (“the PPP”) Loan, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full for $1.8 million. In addition, the Company has a $5.0 million revolving line of credit with Innovatus Life Sciences Lending Fund I, LP (the “Innovatus LSA”), under which no borrowings were outstanding as of March 31, 2021. This facility is scheduled to expire in March 2024. The Company believes its available cash balance will be sufficient to fund operations, obligations as they become due and capital investments for at least the next twelve months. However, the Company expects to continue to incur net losses for the foreseeable future. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of equity offerings, debt financings or other sources, including potential collaborations, licenses and other similar arrangements. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, potentially harming the Company’s business.
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. However, as of May 7, 2021, the market value of the Company’s common stock held by non-affiliates exceeded $700.0 million. If the market value of the Company’s common stock held by non-affiliates exceeds $700.0 million as of June 30, 2021, the Company will be a large accelerated filer and therefore will cease to be an emerging growth company effective December 31, 2021. 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. Recently Adopted Accounting Pronouncements 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 separation 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’s early adoption of this accounting standard on January 1, 2021, did not have a material impact on the Company’s consolidated financial statements and related disclosures.
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.

Revenue Recognition - Narrative (Details)	3 Months Ended
Revenue Recognition - Narrative (Details)	Mar. 31, 2021	Mar. 31, 2020
Geographic Concentration Risk \| Revenue Benchmark \| United States
Disaggregation of Revenue [Line Items]
Concentration risk percentage	44.80%	63.90%

Balance Sheet Account Details (Tables)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable


	March 31, 2021		December 31, 2020
Accounts receivable, net:
Accounts receivable, trade	$	4,083,000	$	4,894,000
Less allowance for doubtful accounts	(2,091,000)		(2,119,000)
	$	1,992,000	$	2,775,000

Schedule of Components of Inventories


	March 31, 2021		December 31, 2020
Inventory:
Raw materials	$	2,736,000	$	2,283,000
Finished goods	300,000		1,033,000
	$	3,036,000	$	3,316,000

Revenue Recognition - Revenue by Source and Geographic Location (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 3,168,000	$ 1,136,000
North America
Disaggregation of Revenue [Line Items]
Revenue	1,498,000	726,000
EMEIA
Disaggregation of Revenue [Line Items]
Revenue	1,587,000	390,000
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 83,000	$ 20,000
Revenue from Contract with Customer \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	100.00%	100.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| North America
Disaggregation of Revenue [Line Items]
Concentration risk percentage	47.00%	64.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| EMEIA
Disaggregation of Revenue [Line Items]
Concentration risk percentage	50.00%	34.00%
Revenue from Contract with Customer \| Geographic Concentration Risk \| Asia Pacific
Disaggregation of Revenue [Line Items]
Concentration risk percentage	3.00%	2.00%
Instruments
Disaggregation of Revenue [Line Items]
Revenue	$ 882,000	$ 534,000
Consumables
Disaggregation of Revenue [Line Items]
Revenue	1,167,000	449,000
Product revenue
Disaggregation of Revenue [Line Items]
Revenue	2,049,000	983,000
Service and other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 1,119,000	$ 153,000

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue:
Total revenue	$ 3,168,000	$ 1,136,000
Cost of revenue:
Total cost of revenue	2,125,000	856,000
Operating expenses:
Research and development	2,678,000	2,674,000
Selling, general and administrative	9,528,000	7,368,000
Total operating expenses	12,206,000	10,042,000
Loss from operations	(11,163,000)	(9,762,000)
Other income (expense):
Interest expense, net	(538,000)	(761,000)
Gain on forgiveness of Paycheck Protection Program loan	1,775,000	0
Other income (expense)	(15,000)	18,000
Total other income (expense)	1,222,000	(743,000)
Loss before income taxes	(9,941,000)	(10,505,000)
Provision for income taxes	(6,000)	(5,000)
Net loss	$ (9,947,000)	$ (10,510,000)
Net loss per share, basic and diluted (USD per share)	$ (0.04)	$ (0.30)
Weighted-average common shares outstanding basic and diluted (shares)	263,939,000	35,569,000
Product revenue
Revenue:
Total revenue	$ 2,049,000	$ 983,000
Cost of revenue:
Total cost of revenue	1,513,000	774,000
Service and other revenue
Revenue:
Total revenue	1,119,000	153,000
Cost of revenue:
Total cost of revenue	$ 612,000	$ 82,000

Organization and Basis of Presentation	3 Months Ended
Organization and Basis of Presentation	Mar. 31, 2021
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, 2020. Liquidity As of March 31, 2021, the Company had approximately $362.1 million in cash and cash equivalents, and working capital of $363.1 million as a result of common stock offerings executed in the quarters ended December 31, 2020 and March 31, 2021. In February 2021, we applied for forgiveness of our Paycheck Protection Program (“the PPP”) Loan, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full for $1.8 million. In addition, the Company has a $5.0 million revolving line of credit with Innovatus Life Sciences Lending Fund I, LP (the “Innovatus LSA”), under which no borrowings were outstanding as of March 31, 2021. This facility is scheduled to expire in March 2024. The Company believes its available cash balance will be sufficient to fund operations, obligations as they become due and capital investments for at least the next twelve months. However, the Company expects to continue to incur net losses for the foreseeable future. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of equity offerings, debt financings or other sources, including potential collaborations, licenses and other similar arrangements. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, potentially harming the Company’s business. COVID-19 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 restrictions. Despite reporting an increase in revenue for the three months ended March 31, 2021 when compared to the same period in 2020, the Company believes travel restrictions and overall reduced activity has negatively impacted the Company’s first quarter 2021 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. Significant Accounting Policies During the three months ended March 31, 2021, 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, 2020. 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. However, as of May 7, 2021, the market value of the Company’s common stock held by non-affiliates exceeded $700.0 million. If the market value of the Company’s common stock held by non-affiliates exceeds $700.0 million as of June 30, 2021, the Company will be a large accelerated filer and therefore will cease to be an emerging growth company effective December 31, 2021. 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. Recently Adopted Accounting Pronouncements 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 separation 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’s early adoption of this accounting standard on January 1, 2021, did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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

Stockholders’ Equity and Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stockholders’ Equity and Stock-Based Compensation

Follow-on Public Offerings

On January 12, 2021, the Company completed an underwritten public offering of 33,368,851 shares of common stock, including 4,352,458 shares of common stock sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares. The price to the public in the offering was $3.05 per share and the underwriters purchased the shares from the Company pursuant to the underwriting agreement at a price of $2.867 per share. The gross proceeds were approximately $101.8 million before deducting underwriting discounts and commissions and other offering expenses of $293,000.

On January 25, 2021, the Company completed an underwritten public offering of 38,333,352 shares of common stock, including 5,000,002 shares of common stock sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares. The price to the public in the offering was $6.00 per share and the underwriters purchased the shares from the Company pursuant to the underwriting agreement at a price of $5.64 per share. The gross proceeds were approximately $230.0 million before deducting underwriting discounts and commissions and other offering expenses of $435,000.

Shelf Registration Statement and Ladenburg 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 the Ladenburg ATM, with Ladenburg Thalmann & Co. Inc. acting as sales agent. During October through December 2020, the Company sold 27,025,384 shares of common stock under the Ladenburg ATM at an average share price of $0.82, and received gross proceeds of approximately $22.1 million before deducting offering costs of $573,000. In January 2021, the Company sold an additional 6,298,152 shares of common stock under the ATM at an average share price of $2.68, and received gross proceeds of approximately $16.9 million before deducting offering costs of $422,000. The Company terminated the Ladenburg ATM in March 2021.

On March 23, 2021, the Company entered into the Cowen ATM which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $350.0 million through or to Cowen, acting as sales agent or principal. The Company will pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. As of the date of this filing, no shares have been issued pursuant to the Cowen ATM.

Stock Warrants

A summary of the Company’s warrant activity during the three months ended March 31, 2021 was as follows:


	Shares of Stock under Warrants	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	15,174,000	$	2.34	3.76	$	26,841,000
Granted	—
Exercised	(10,739,000)	0.89			57,912,000
Canceled	(24,000)
Outstanding at March 31, 2021	4,411,000	$	5.89	2.50	$	2,911,000

Stock Options

A summary of the Company’s stock option activity during the three months ended March 31, 2021 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, 2021	5,290,000	$	1.91	8.7	$	10,178,000
Granted	138,000	10.83
Exercised	(102,000)	3.28			$	1,153,000
Canceled	(200,000)	0.97
Outstanding at March 31, 2021	5,126,000	$	2.16	8.66	$	31,554,000
Vested and exercisable at March 31, 2021	1,704,000	$	3.62	8.02	$	8,403,000

For the three months ended March 31, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $10.83 and $1.04 per share, respectively.

Stock-Based Compensation

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


	Three Months Ended March 31,
	2021		2020
Research and development	$	81,000	$	67,000
General and administrative	290,000		261,000
Total stock-based compensation expense	$	371,000	$	328,000

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 March 31,
	2021		2020
Risk-free interest rate	0.7	%	1.4	%
Expected volatility	79.3	%	70.0	%
Expected term (in years)	6.1		6.0
Expected dividend yield	0.0	%	0.0	%

Restricted Stock Units

On May 12, 2021, the compensation committee of the Company’s board of directors granted 580,000 restricted stock units (“RSUs”) to R. Erik Holmlin, Ph.D., the Company’s President and Chief Executive Officer (the “Holmlin Grant”), and 240,000 RSUs to Mark Oldakowski, the Company’s Chief Operating Officer (the “Oldakowski Grant”), in each case with an effective grant date and vesting commencement date of May 12, 2021.

290,000 RSUs under the Holmlin Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date, and 18 months vesting acceleration upon a termination without cause or resignation with good reason.

290,000 RSUs under the Holmlin Grant are subject to vesting upon the satisfaction of certain specified revenue targets within four years following the vesting commencement date. If Dr. Holmlin’s employment with the Company is terminated without cause or he resigns with good reason, then the shares will continue to be eligible for vesting upon satisfaction of the revenue targets within a period that is the shorter of 18 months following termination or four years following the vesting commencement date.

The RSUs comprising the Oldakowski Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date.

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per ShareBasic 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.


	March 31, 2021	March 31, 2020
Stock options	5,126,000	2,760,000
Warrants	4,411,000	24,128,000
Total	9,537,000	26,888,000

Acquisition of Lineagen

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Acquisition of Lineagen

Acquisition of LineagenOn 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 security-holders 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 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. Lineagen’s expertise in development, commercialization and reimbursement of laboratory-developed tests provides a platform for accelerating sales growth for the Company’s Saphyr system.

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 was 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 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. Goodwill relates to the expected synergies from combining the operations of the companies. The acquisition was structured as a stock sale and therefore goodwill is non-tax deductible.

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 tax assets and liabilities, and subsequent adjustments during the measurement period to any of these items may affect the amount of goodwill recognized. During the fourth quarter of 2020, the Company recorded a $232,000 adjustment to the original purchase price allocation to reduce the estimated fair value of accounts receivable, with the offsetting amount recorded to goodwill. There were no additional purchase price adjustments made during the first quarter of 2021. The Company is still finalizing working capital adjustments with the seller.

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)	$	1,105,000
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 closing 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.


Cash and cash equivalents	$	596,000
Accounts receivable	337,000
Other assets	209,000
Property and equipment, net	111,000
Intangible assets	1,580,000
Goodwill	7,173,000
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 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. The 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 March 31, (Unaudited)
	2020
Revenue	$	2,676,000
Net loss	(11,637,000)
Basic and diluted net loss per share	$	(0.28)

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Lineagen to reflect (i) additional amortization that would have been charged based upon the fair value of the acquired intangible assets of $77,000 for the three months ended March 31, 2020; and (ii) the removal of interest expense related to the historical debt of Lineagen which was not acquired of $312,000 or the three months ended March 31, 2020

Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue by Source


	Three Months Ended March 31,
	2021		2020
Instruments	$	882,000	$	534,000
Consumables	1,167,000		449,000
Total product revenue	2,049,000		983,000
Service and other	1,119,000		153,000
Total revenue	$	3,168,000	$	1,136,000

Revenue by Geographic Location


	Three Months Ended March 31,
	2021				2020
	$		%		$		%
North America	$	1,498,000	47	%	$	726,000	64	%
EMEIA	1,587,000		50	%	390,000		34	%
Asia Pacific	83,000		3	%	20,000		2	%
Total	$	3,168,000	100	%	$	1,136,000	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 March 31, 2021 and 2020, the United States represented 44.8% and 63.9% of total revenue.

Remaining Performance Obligations

As of March 31, 2021, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $409,000. These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations. The Company expects to recognize approximately 64.8% of this amount as revenue during the remainder of 2021, 31.1% in 2022, and 4.1% in 2023. Warranty revenue is included in Service and other revenue.

The Company recognized revenue of $156,885 and $127,000 during the three months ended March 31, 2021 and 2020, respectively, which was included in the contract liability balance at the end of the previous year.

- 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
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-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
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-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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-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
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-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
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Acquisition of Lineagen - Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Aug. 21, 2020
Business Acquisition [Line Items]
Goodwill	$ 7,173,000	$ 7,173,000
Lineagen
Business Acquisition [Line Items]
Cash and cash equivalents			$ 596,000
Accounts receivable			337,000
Other assets			209,000
Property and equipment, net			111,000
Intangible assets			1,580,000
Goodwill			7,173,000
Accounts payable and other accrued liabilities			(2,862,000)
Net assets acquired			$ 7,144,000

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities:
Net loss	$ (9,947,000)	$ (10,510,000)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization expense	448,000	296,000
Non-cash interest	315,000	379,000
Stock-based compensation	371,000	328,000
Provision for bad debt expense	0	958,000
Gain on forgiveness of PPP Loan	(1,775,000)	0
Changes in operating assets and liabilities:
Accounts receivable	783,000	1,261,000
Inventory	(961,000)	(635,000)
Prepaid expenses and other current assets	(1,049,000)	53,000
Accounts payable	(1,045,000)	477,000
Accrued expenses and contract liabilities	(1,044,000)	(639,000)
Net cash used in operating activities	(13,904,000)	(8,032,000)
Investing Activities:
Purchases of property and equipment	(24,000)	0
Net cash used in investing activities	(24,000)	0
Financing activities:
Repayment of term-loan debt	0	(2,100,000)
Proceeds from borrowing from line of credit	0	761,000
Repayments of borrowing from line of credit	0	(2,156,000)
Proceeds from sale of common stock	328,635,000	0
Offering expenses on sale of common stock	(825,000)	0
Proceeds from warrant and option exercises	9,726,000	2,360,000
Net cash provided by (used in) financing activities	337,536,000	(1,135,000)
Net increase in cash and cash equivalents	323,608,000	(9,167,000)
Cash and cash equivalents at beginning of period	38,449,000	17,311,000
Cash and cash equivalents at end of period	362,057,000	8,144,000
Supplemental cash flow disclosures:
Cash paid for interest	287,000	382,000
Supplemental disclosure of non-cash investing and financing activities:
Transfer of instruments and servers from property and equipment into inventory	126,000	0
Transfer of instruments and servers from inventory to property and equipment	1,366,000	467,000
Offering costs in accounts payable	324,000	0
Warrant exercise pursuant to cashless exercise	$ 129,000	$ 0

Balance Sheet Account Details - Schedule of Accounts Receivable (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable, trade	$ 4,083,000	$ 4,894,000
Less allowance for doubtful accounts	(2,091,000)	(2,119,000)
Accounts receivable, net	$ 1,992,000	$ 2,775,000

Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended
Net Loss Per Share (Details) - shares shares in Thousands	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	9,537	26,888
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)	5,126	2,760
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	4,411	24,128

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognition

Revenue by Source


	Three Months Ended March 31,
	2021		2020
Instruments	$	882,000	$	534,000
Consumables	1,167,000		449,000
Total product revenue	2,049,000		983,000
Service and other	1,119,000		153,000
Total revenue	$	3,168,000	$	1,136,000

Revenue by Geographic Location


	Three Months Ended March 31,
	2021				2020
	$		%		$		%
North America	$	1,498,000	47	%	$	726,000	64	%
EMEIA	1,587,000		50	%	390,000		34	%
Asia Pacific	83,000		3	%	20,000		2	%
Total	$	3,168,000	100	%	$	1,136,000	100	%

Debt - Schedule of Debt (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total principal	$ 16,099,000	$ 17,756,000
Less unamortized debt issuance costs	(1,233,000)	(1,430,000)
Total carrying value of debt	14,866,000	16,326,000
Term Loans
Debt Instrument [Line Items]
Total principal	16,099,000	15,981,000
PPP Loan
Debt Instrument [Line Items]
Total principal	$ 0	$ 1,775,000

Stockholders’ Equity and Stock-Based Compensation - Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	$ 371	$ 328
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	81	67
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative	$ 290	$ 261