0001411690-22-000007 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 24,571	$ 38,449
Investments	226,041	0
Accounts receivable, net of allowance for doubtful accounts of $690,000 and $2,119,000 as of December 31, 2021 and 2020, respectively	4,934	2,775
Inventory	12,387	3,315
Prepaid expenses and other current assets	4,481	2,250
Total current assets	272,414	46,789
Property and equipment, net	10,318	4,910
Operating lease right-of-use assets	6,691	0
Finance lease right-of-use assets, related party	3,926	0
Intangible assets, net	26,842	1,475
Goodwill	56,160	7,173
Other long-term assets	749	103
Total assets	377,100	60,450
Current liabilities:
Accounts payable	9,696	2,930
Accrued expenses	9,694	5,599
Contract liabilities	684	416
Operating lease liability	1,467	0
Finance lease liability, related party	299	0
Total current liabilities	21,840	8,945
Operating lease liability, net of current portion	5,288	0
Finance lease liability, net of current portion, related party	3,642	0
Contingent consideration	9,066	0
Long-term debt, net of current portion	0	16,325
Long-term contract liabilities	146	98
Total liabilities	39,982	25,368
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued or outstanding as of December 31, 2021 and 2020	0	0
Common stock, $0.0001 par value, 400,000,000 shares authorized at December 31, 2021 and 2020; 289,602,000 and 189,953,000 shares issued and outstanding at December 31, 2021 and 2020, respectively	29	19
Additional paid-in capital	553,747	178,747
Accumulated deficit	(216,119)	(143,684)
Accumulated other comprehensive loss	(539)	0
Total stockholders’ equity	337,118	35,082
Total liabilities and stockholders’ equity	$ 377,100	$ 60,450

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 690	$ 2,119
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 outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	289,602,000	189,953,000
Common stock, shares outstanding (in shares)	289,602,000	189,953,000

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Total revenue	$ 17,981	$ 8,503
Cost of revenue:
Total cost of revenue	14,107	5,730
Operating expenses:
Research and development	22,485	10,256
Selling, general and administrative	58,490	31,068
Total operating expenses	80,975	41,324
Loss from operations	(77,101)	(38,551)
Other expenses
Interest income	236	0
Interest expense	(927)	(2,519)
Gain on forgiveness of Paycheck Protection Program Loan	1,775	0
Loss on debt extinguishment	(2,076)	0
Other income (expenses)	(59)	(7)
Total other income (expense)	(1,051)	(2,526)
Loss before income taxes	(78,152)	(41,077)
Benefit (provision) for income taxes	5,717	(29)
Net loss	$ (72,435)	$ (41,106)
Net loss per share, basic and diluted (in dollars per share)	$ (0.26)	$ (0.39)
Weighted-average common shares outstanding, basic and diluted (in shares)	276,782	104,251
Product revenue
Revenue:
Total revenue	$ 11,695	$ 6,230
Cost of revenue:
Total cost of revenue	10,524	4,810
Service and other revenue
Revenue:
Total revenue	6,286	2,273
Cost of revenue:
Total cost of revenue	$ 3,583	$ 920

Condensed Consolidated Statements of Comprehensive Loss (Statement) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net Loss:	$ (72,435)	$ (41,106)
Unrealized (loss) on investment securities	(539)	0
Comprehensive Loss	$ (72,974)	$ (41,106)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2019		34,274
Beginning Balance at Dec. 31, 2019	$ 3,613	$ 3	$ 106,188	$ (102,578)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises (in shares)		1
Stock option exercises	1		1
Stock-based compensation expense	1,554		1,554
Issue stock, net of issuance costs (in shares)		43,921
Issue common stock, net of issuance costs	37,935	$ 5	37,930
Issue stock for employee stock purchase plan (in shares)		88
Issue stock for employee stock purchase plan	40		40
Issue stock for covenant waiver (in shares)		873
Issue stock for covenant waiver	300		300
Stock warrant exercises (in shares)		104,628
Issue stock for warrant exercises	28,645	$ 10	28,635
Issue stock for acquisition (in shares)		6,168
Issue stock for acquisition	4,100	$ 1	4,099
Net Loss:	(41,106)			(41,106)
Other comprehensive loss	0
Ending Balance (in shares) at Dec. 31, 2020		189,953
Ending Balance at Dec. 31, 2020	$ 35,082	$ 19	178,747	(143,684)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises (in shares)	471	479
Stock option exercises	$ 602		602
Stock-based compensation expense	9,719		9,719
Issue stock, net of issuance costs (in shares)		80,178
Issue common stock, net of issuance costs	$ 341,023	$ 8	341,015
Issue stock for employee stock purchase plan (in shares)	200	300
Issue stock for employee stock purchase plan	$ 89		89
Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes (in shares)		169
Stock warrant exercises (in shares)		10,794
Issue stock for warrant exercises	9,418	$ 1	9,417
Issue stock for acquisition (in shares)		7,729
Issue stock for acquisition	14,159	$ 1	14,158
Net Loss:	(72,435)			(72,435)
Other comprehensive loss	(539)				$ (539)
Ending Balance (in shares) at Dec. 31, 2021		289,602
Ending Balance at Dec. 31, 2021	$ 337,118	$ 29	$ 553,747	$ (216,119)	$ (539)

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net loss	$ (72,435,000)	$ (41,106,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	3,351,000	1,479,000
Amortization of financing lease right-of-use asset	19,000	0
Amortization of interest on securities	329,000	0
Non-cash interest expense	205,000	1,264,000
Non-cash lease expense	671,000	0
Settlement of interest on debt	(1,235,000)	0
Benefit from deferred income taxes	(5,777,000)	0
Stock-based compensation	9,719,000	1,554,000
Provision for bad debt expense	0	1,809,000
Gain on forgiveness of PPP Loan	(1,775,000)	0
Inventory impairment	0	126,000
Loss on debt extinguishment	1,480,000	0
Cost of leased equipment sold to customer	568,000	0
Client warranty exchange of fixed asset	539,000	0
Change in fair value of contingent consideration	66,000	0
Changes in operating assets and liabilities (net of assets acquired and liabilities assumed in acquisition)
Accounts receivable	(493,000)	2,087,000
Inventory	(15,928,000)	(4,201,000)
Prepaid expenses and other current assets	(1,971,000)	(999,000)
Accounts payable	6,781,000	(1,810,000)
Accrued expenses and contract liabilities	3,959,000	1,483,000
Net cash used in operating activities	(71,927,000)	(38,314,000)
Investing activities:
Purchases of property and equipment	(822,000)	0
Construction in process	(638,000)	0
Payment of initial direct costs on lease	(607,000)	0
Purchase of available for sale securities	(313,392,000)	0
Sale and maturities of available for sale securities	86,483,000	0
Net cash used in investing activities	(278,062,000)	(2,450,000)
Financing activities:
Repayment of term-loan debt	(15,000,000)	(5,000,000)
Principal payments of financing lease liability	(5,000)	0
Proceeds from PPP Loan	0	1,774,000
Proceeds from borrowing from line of credit	0	761,000
Repayments of borrowing from line of credit	0	(2,258,000)
Proceeds from sale of common stock	342,711,000	39,934,000
Offering expenses on sale of common stock	(1,704,000)	(2,000,000)
Proceeds from sale of common stock under employee stock purchase plan	89,000	40,000
Proceeds from warrant and option exercises	10,020,000	28,651,000
Net cash provided by financing activities	336,111,000	61,902,000
Net increase (decrease) in cash and cash equivalents	(13,878,000)	21,138,000
Cash and cash equivalents at beginning of period	38,449,000	17,311,000
Cash and cash equivalents at end of period	24,571,000	38,449,000
Supplemental disclosure of cash flow information
Cash paid for interest	1,910,000	1,252,000
Cash paid for operating lease liabilities	447,000	0
Supplemental disclosure of non-cash financing and investing activity
Contingent consideration related to BioDiscovery acquisition	9,000,000	0
Operating lease liabilities resulting from obtaining and modifying right-of-use assets	4,751,000	0
Transfer of instruments and servers from inventory into property and equipment, net	6,857,000	4,224,000
Forgiveness of PPP Loan	1,775,000	0
Stock issued for services	15,000	0
Issue stock for covenant waiver	0	300,000
Warrant exercise pursuant to cashless exercise	129,000	0
Lineagen
Investing activities:
Acquisition, net of cash acquired	0	(2,450,000)
Supplemental disclosure of non-cash financing and investing activity
Fair value of common stock issued related to acquisitions	0	4,100,000
BioDiscovery
Investing activities:
Acquisition, net of cash acquired	(49,086,000)	0
Supplemental disclosure of non-cash financing and investing activity
Fair value of common stock issued related to acquisitions	$ 14,159,000	$ 0

Organization and Operations	12 Months Ended
Organization and Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Organization and Operations Description of Business Bionano Genomics, Inc. (collectively, with its consolidated subsidiaries, the “Company”) is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. The Company’s mission is to transform the way the world sees the genome through optical genome mapping (“OGM”) solutions, diagnostic services and software. The Company offers OGM solutions for applications across basic, translational and clinical research. Through its Lineagen, Inc. (“Lineagen”) business, the Company also provides diagnostic testing for patients with clinical presentations consistent with autism spectrum disorder and other neurodevelopmental disabilities. Through its BioDiscovery, LLC. (“BioDiscovery”) business, the Company also offers an industry-leading, platform-agnostic software solution, which integrates next-generation sequencing and microarray data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view. Liquidity As of December 31, 2021, the Company had approximately $24.6 million in cash and cash equivalents, $226.0 million in short term investments, and working capital of $250.6 million as a result of common stock offerings executed in the quarters ended December 31, 2020, March 31, 2021, and September 30, 2021. In February 2021, we applied for forgiveness of our PPP Loan of approximately $1.8 million, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full. During the year ended December 31, 2021, the outstanding term loan under the Innovatus LSA was paid in full, including all accrued interest, an end of term fee, and a prepayment fee for a total of $17.0 million. The Company believes its available cash, cash equivalents and available-for-sale securities 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. If restrictions related to COVID-19 persist, the Company could see supply chain disruptions that impact its ability to produce its products and may cause the Company to make strategic determinations regarding, among other things, the cost and quality of the components and supplies it acquires. The Company’s manufacturing partners, suppliers, and customers, have implemented similar operational reductions. Despite reporting an increase in revenue for the year ended December 31, 2021 when compared to the same period in 2020, the Company believes travel restrictions and overall reduced activity had a continued negative impact on the Company’s financial results. Given the continued evolution of the COVID-19 pandemic and the related complexities and uncertainties associated with the additional variants, 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions used by management include estimates of selling prices for multiple performance obligation arrangements, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used in purchase accounting and to evaluate the recoverability of long-

lived assets and goodwill, warranty reserves, certain accrued expenses, contingent liabilities, tax reserves, deferred tax rates and recoverability of the Company’s net deferred tax assets, stock-based compensation expense, and related valuation allowances. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.

Basis of Presentation

The consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of the Company’s 100%-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

In August 2020, Alta Merger Sub, Inc., a wholly owned subsidiary of the Company (“Lineagen 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 “Lineagen Merger Agreement”). Pursuant to the terms and conditions of the Lineagen Merger Agreement, Lineagen Merger Sub merged with and into Lineagen (the “Lineagen Merger”) whereupon the separate corporate existence of Lineagen Merger Sub ceased, with Lineagen continuing as the surviving corporation of the Lineagen Merger as a wholly owned subsidiary of the Company.

In October 2021, Starship Merger Sub I, Inc., a wholly owned subsidiary of the Company (“BioDiscovery Merger Sub I”), Starship Merger Sub II, LLC, a California limited liability company (“BioDiscovery Merger Sub II”), BioDiscovery, Inc., a California corporation (“Former BioDiscovery”), and Soheil Shams, solely in his capacity as the securityholders’ representative, entered into an Agreement and Plan of Merger (the “BioDiscovery Merger Agreement”), pursuant to which the Company agreed to acquire Former BioDiscovery. Pursuant to the terms and conditions of the BioDiscovery Merger Agreement, BioDiscovery Merger Sub I merged with and into Former BioDiscovery (“BioDiscovery Merger I”), whereupon the separate corporate existence of BioDiscovery Merger Sub I ceased, with Former BioDiscovery continuing as the surviving corporation of BioDiscovery Merger I and a wholly owned subsidiary of the Company. Immediately after BioDiscovery Merger I, pursuant to the terms and conditions of the BioDiscovery Merger Agreement, Former BioDiscovery merged with and into BioDiscovery Merger Sub II (“BioDiscovery Merger II”), whereupon the separate corporate existence of Former BioDiscovery ceased, with BioDiscovery Merger Sub II continuing as the surviving company of BioDiscovery Merger II and a wholly owned subsidiary of the Company. Concurrent with BioDiscovery Merger II, BioDiscovery Merger Sub II changed its name to that of our current subsidiary, BioDiscovery, LLC.

The Company accounted for its acquisitions of Lineagen and BioDiscovery 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 estimated the fair value of identifiable intangible assets acquired with the assistance of independent valuations that use information and assumptions provided by the Company’s management.

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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents primarily represent funds invested in readily available money market accounts. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash and cash equivalents.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Investment Securities

All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months. Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold. The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented. As all the Company’s investment holdings are in the form of debt securities, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive income (loss). A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Interest income is recognized when earned, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

Concentrations

Credit Risks

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains deposits in federally insured major financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held.

The Company’s customers are located throughout the world. The Company generally does not require collateral from its customers. More information on accounts receivable is contained in the paragraph titled “Accounts Receivable” below.

Sources of Materials and Products

The materials and components for the Company’s product offerings are currently obtained from single or limited sources. The Company competes with other companies for production capacity, therefore, the Company is exposed to a risk of inventory being unavailable at acceptable prices, or at all, if suppliers are unable (or decide) to provide sufficient levels of materials and components and the Company is unable to identify alternative suppliers.

Accounts Receivable


	December 31, 2021		December 31, 2020
Accounts receivable, net:
Accounts receivable, trade	$	5,624,000	$	4,894,000
Less allowance for doubtful accounts	(690,000)		(2,119,000)
	$	4,934,000	$	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.

For “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 year ended December 31, 2021, the Company recorded a recovery of bad debt expense of $108,000, which

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 December 31, 2021, no customers met or exceeded 10% of the Company’s total accounts receivable balance. As of December 31, 2020, two customer balances represented 27.4% 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, net of reserve, are as follows:


	December 31,
	2021		2020

Raw materials	$	745,000	$	2,282,000
Finished goods	11,642,000		1,033,000
	$	12,387,000	$	3,315,000

Long-Lived Assets (including Finite-Lived Intangible Assets)

Long-lived assets consist of property and equipment and acquired finite-lived intangible assets. The Company records property and equipment at cost, and records acquired 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. 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 and BioDiscovery acquisitions the Company recorded intangible assets, which consist of trade name intangibles, customer relationship intangibles, and a developed technology intangible, which are 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.

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.

During the years ended December 31, 2021 and 2020, the Company recognized no impairment losses on long-lived assets. Substantially all of the Company's long-lived assets are located in the U.S.

Contingent Consideration

We recorded contingent consideration resulting from a business combination at its fair value on the acquisition date. On a quarterly basis, we revalue this obligation and record any increase or decrease in fair value as an adjustment to the consolidated statement of operations. Changes to the fair value of the contingent consideration obligation may result from changes to the

discount rate, the passage of time, changes in our estimate of the likelihood, or timing of achieving the criteria for payment of the contingent consideration.

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. Goodwill is assigned to specific reporting units for purposes of impairment assessment. The Company has determined that it has a single operating segment and a single reporting unit.

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.

During the years ended December 31, 2021 and 2020, the Company recognized no impairment losses on goodwill.

Leases

Beginning in 2021, the Company determines if an arrangement is, or contains, a lease at the inception of the arrangement. Right-of-use (“ROU”) assets represent our right to use an underlying asset during the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating leases are included in operating lease right-of-use assets and operating lease liabilities in the consolidated balance sheets, while finance leases are included in finance lease right-of-use assets and finance lease liabilities.

Lease assets and liabilities are recognized at commencement based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The ROU assets also include any prepaid or accrued lease payments and is adjusted for lease incentives and initial direct costs.

Lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that the Company will exercise that option. Leases with terms of 12 months or less are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the lease terms, or in some cases, the useful life of the underlying asset. Variable lease payments are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets.

Deferred Rent

The Company’s operating leases include incentives in the form of rent abatements and leasehold improvement allowances, as well as fixed annual rent escalations. The Company recognizes the aggregate rental expense, after considering incentives and stipulated rent escalations, on a straight-line basis over the lease term. Prior to January 1, 2021, the difference between rent expense and amounts paid under the lease was recorded as deferred rent in the accompanying consolidated balance sheets.

Revenue Recognition

The Company generates revenue primarily from the sale of products and services. The Company considers revenue to be earned when all of the following criteria are met: the Company has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount the Company expects to receive, including an estimate of uncertain amounts subject to a constraint to ensure revenue is not recognized in an amount that would result in a significant reversal upon resolution of the uncertainty, is determinable; and the Company has transferred control of the promised items to the customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the contract. The transaction price for the contract is measured as the amount of consideration the Company expects to receive in exchange for the goods and services expected to be transferred. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control of the distinct good or service is transferred.

The Company recognizes a receivable when we have an unconditional right to payment, which is generally at the time of delivery of software, consumables and instruments, including any extended warranties, or at the time services are rendered. Payment terms are typically 30 days for sales to customers in the United States but may be longer in international markets. The Company treats shipping and handling costs performed after a customer obtains control of the good as a fulfillment cost and records these costs within selling, general and administrative expenses, less any amounts reimbursed by the customer, when the corresponding revenue is recognized.

Revenue is recorded net of discounts and sales tax. The Company’s contracts typically do not provide for product returns or refunds. In general, estimates of variable consideration and constraints are not material to the Company’s financial statements. Employee sales commissions are recorded as selling, general and administrative expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less.

Product revenue recognition

Product revenue consists of sales of our Saphyr system and related consumables. These products are sold primarily through a direct sales force, and within international markets, there is more reliance on distributors. In addition, the Company provides the Saphyr system to certain customers under its reagent rental program, under which the Company provides Saphyr systems to customers at no cost and the customers agree to purchase minimum quantities of consumables.

Transfer of control for the Company's products is generally at shipment or delivery, depending on contractual terms, but occurs when title and risk of loss transfers to the customer which represents the point in time when the customer obtains control of the product. As such the Company's performance obligation related to product sales is satisfied at a point in time.

For transfers of instruments and consumables to customers under the Company's rental reagent program, the Company allocates the total contract consideration between the instrument and the consumables based on estimates of stand-alone selling prices, and recognizes the instrument revenue evenly over the rental period, and the consumables revenue when the consumables are delivered. Rental revenue related to the reagent rental program recognized over-time totaled $0.2 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively.

Service and other revenue recognition

Service and other revenue primarily consist of revenue from diagnostic testing services, the sale of software, and license maintenance agreements, and support, repair and maintenance services and extended warranties on Saphyr systems.

Revenue from the completion of diagnostic testing services is initially recorded at the estimated consideration the Company expects to receive from contractual and non-contractual payors, and is subject to adjustment based on the amount actually collected. The Company performs its obligation under a contract with a customer by processing diagnostic tests and communicating the test results, which the Company has determined is the point at which control is transferred to the customer for revenue recognition purposes.

Revenue from the sale of software is recognized at the point-in-time the software license is transferred to the customer, or for hosting arrangements, on a usage basis as the customer processes the number of genetic samples purchased with the software. Revenue related to license maintenance agreements is recognized over-time based on the contract term. Revenue recognized over-time related to license maintenance agreements totaled $0.1 million during the year ended December 31, 2021. There was no revenue recognized related to license maintenance agreements during the year ended December 31, 2020.

Revenue from support and maintenance contracts and extended warranties is recognized over time based on the contract term, which represents a faithful depiction of the transfer of goods and services given the stand-ready nature of the performance obligations. Service revenue related to repairs and customer sample evaluations is recognized as the services are performed based on the specific nature of the service. Warranty and maintenance revenue recognized over-time totaled $0.6 million and $0.5 million during the years ended December 31, 2021 and 2020, respectively, which was included in service and other revenue.

Remaining Performance Obligations

As of December 31, 2021, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $0.8 million. These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations, as well as obligations related to software under hosting arrangements. The Company expects to recognize approximately 82.4% of this amount as revenue in 2022, 13.8% in 2023, 2.3% in 2024 and 1.5% in 2025 and thereafter.

We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. The Company's liability for product warranties provided under its agreements with customers was $0.2 million and $0.2 million as of December 31, 2021 and 2020, respectively. Warranty expense recorded in cost of goods sold totaled $0.5 million and $0.4 million during the years ended December 31, 2021 and 2020, respectively.

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. Contract assets at the beginning and end of the period, as well as the changes in the balance, were immaterial.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. The Company records a contract liability, or deferred revenue, when it has an obligation to provide service, and to a much lesser

extent product, to the customer and payment is received or due in advance of performance. Deferred revenue primarily relates to support and maintenance contracts and extended warranty obligations. Contract liabilities are classified as other current liabilities and other long-term liabilities on the consolidated balance sheets. The Company recognized revenue of $0.4 million and $0.4 million during the years ended December 31, 2021 and 2020, respectively, which was included in the contract liability balance at the end of the previous year.

Distributor Transactions

In certain markets, the Company sells products and provides services to customers through distributors that specialize in life sciences products. In cases where the product is delivered to a distributor, revenue recognition generally occurs when the distributors obtains control of the product. The terms of sales transactions through distributors are generally consistent with the terms of direct sales to customers and do not contain return rights. Distributor sales transactions typically differ from direct customer sales as they do not require the Company’s services to install the instrument at the end customer or perform the services for the customer that are beyond the standard warranty in the first year following the sale. These transactions are accounted for in accordance with the Company’s revenue recognition policy described herein.

Cost of Revenue

Cost of revenue for products consists of the Company’s raw material parts costs and associated freight, shipping and handling costs, contract manufacturing costs, royalties due to third parties, salaries and other personnel costs, equipment depreciation, overhead and other direct costs related to those sales recognized as product revenue in the period.

Cost of service and other revenue consists of salaries and other personnel costs, and facility costs associated with costs related to warranties and other costs of servicing equipment at customer sites, and performance of diagnostics services.

Research and Development Costs

Costs incurred for research and product development, including acquired technology and costs incurred for technology in the development stage, are expensed as incurred.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as selling, general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-based Compensation

The Company issues stock-based awards as compensation to employees and directors. Stock-based awards may include stock options, stock appreciation rights, vesting stock awards and performance share awards. These awards are accounted for as equity awards. To-date, the Company recognizes stock-based compensation expense net of actual forfeitures on a straight-line basis over the underlying award’s requisite service period, which is generally the vesting period, as measured using the award’s grant date fair value.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate.

The Company recognizes the impact of uncertain tax positions at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it does not have a greater than 50% likelihood of being sustained. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company chief operating decision-maker, the Chief Executive Officer, views the Company’s operations and manages its business as one operating segment.

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 share equivalents are only included when their effect is dilutive. Pre-funded warrants from the Company's follow-on offering have been treated as if they were common shares outstanding on the date of issuance. The Company’s potentially dilutive securities which include outstanding warrants to purchase stock and outstanding stock options under the Company’s equity incentive plans have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. Restricted stock is treated as outstanding for accounting purposes. 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 because to do so would be anti-dilutive were as follows (in common stock equivalent shares):


	Years Ended December 31,
	2021	2020
Common stock options	12,765,000	5,290,000
Common warrants	4,356,000	15,174,000
Unvested restricted stock	5,006,000	—
RSUs	361,000	—
PSUs	290,000	—
Total	22,778,000	20,464,000

Recently Issued But Not Yet Adopted Accounting Pronouncements

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 May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges for Freestanding Equity-Classified Written Call Options to clarify the accounting for modifications or exchanges of equity-classified warrants. The standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the expected impact of ASU 2021-04 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. In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02, “Leases (Topic 842)” (“ASC 842”) which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. ASC 842 establishes a right-of-use model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. ASC 842 also requires disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard was adopted

on January 1, 2021, as the Company lost its status as an Emerging Growth Company effective December 31, 2021, and therefore was required to adopt the standard for the year ending December 31, 2021, using the modified retrospective method. Under this transition method, the Company recognized and measured leases that existed at the adoption date in the consolidated balance sheet as of January 1, 2021. In connection with the adoption of ASC 842, the Company elected the package of practical expedients requiring no reassessment of whether any expired or existing contracts contain leases, the lease classification of any expired or existing leases, or initial direct costs for any existing leases. The Company also made accounting policy elections not to apply the recognition requirements under ASC 842 to any short-term leases and to account for each separate lease and associated non-lease components as a single lease component for all the Company’s leases.

Adoption of ASC 842 resulted in recognition of operating lease assets and liabilities of approximately $2.1 million and $2.1 million, respectively, as of January 1, 2021, related to the lease of office and laboratory space. The comparative prior period information continues to be reported under ASC 840. The adoption of this new accounting standard resulted in increased qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. For further details, see Note 11, Commitments and Contingencies. The adoption of the new standard did not materially impact the Company’s consolidated results of operations or cash flows.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities From Contracts With Customers. This ASU requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts, at fair value on the acquisition date. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company adopted ASU 2021-08 on October 1, 2021, and applied the ASU prospectively to its acquisition that occurred in 2021.

Revenue from Contracts with Customers

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue by Source


	Years Ended December 31,
	2021		2020
Instruments	$	5,887,000	$	3,085,000
Consumables	5,808,000		3,145,000
Total product revenue	11,695,000		6,230,000
Services and other	6,286,000		2,273,000
Total revenue	$	17,981,000	$	8,503,000

Revenue by Geographic Location


	Years Ended December 31,
	2021				2020
	$		%		$		%
North America	$	9,329,000	52	%	$	4,489,000	53	%
EMEIA	5,604,000		31	%	3,163,000		37	%
Asia Pacific	3,048,000		17	%	851,000		10	%
Total	$	17,981,000	100	%	$	8,503,000	100	%

The tables above provide revenue from contracts with customers by source and geographic location 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 years ended December 31, 2021 and 2020, sales in the United States represented 46% and 42% of revenues, respectively. During the year ended December 31, 2021, sales in China accounted for 11% of total revenue. No other countries represented greater than 10% of revenue during the years ended December 31, 2021 and 2020.

- 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=123351226&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=123351226&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=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 9
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (a)
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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)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 15
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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=123351226&loc=SL49130554-203045

+ Details

Investments and Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Investments and Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

Financial instruments that are not re-measured at fair value include cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities. The carrying value of the Company’s long-term debt approximates its fair value due to the market rate of interest which was determined to be a Level 2 measurement. The carrying values of these financial instruments approximate their fair values.

The Company holds investment securities that consist of highly liquid, investment grade debt securities. The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider. The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the Consolidated Balance Sheets:


	December 31, 2021
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
			Level 1		Level 2		Level 3
Assets:
Commercial Paper	$	100,860,000	$	—	$	100,860,000	$	—
Corporate Notes/Bonds	125,181,000		—		125,181,000		—
Total Investments:	$	226,041,000	$	—	$	226,041,000	$	—
Money Market Funds	$	11,126,000	$	11,126,000	$	—	$	—
Liabilities:
Contingent consideration	$	9,066,000	$	—	$	—	$	9,066,000

Money Market Funds are classified as cash equivalents on the balance sheet.

The fair value of the contingent consideration liability is reassessed on a quarterly basis using the income approach. Assumptions used to estimate the acquisition date fair value of the contingent consideration include the probability of achieving certain milestones and a discount rate of 3.2%. The fair value measurement of the contingent consideration is based on significant inputs not observed in the market (Level 3 inputs). Significant inputs used in the measurement include probabilities of achieving the remaining milestones, which depend on the milestone risk profile. The change in fair value of the contingent consideration during the year ended December 31, 2021 was due to the passage of time.

Changes in estimated fair value of contingent consideration liability in the year ended December 31, 2021 is as follows:


	Contingent Consideration Liability (Level 3 Measurement)
Balance as of December 31, 2020	$	—
Liability recorded as a result of current period acquisition	9,000,000
Change in estimated fair value, recorded in selling, general and administrative expenses	66,000
Cash payments	—
Balance as of December 31, 2021	$	9,066,000

The Company did not hold any investments as of December 31, 2020. As of December 31, 2021, the Company held 57 securities in an unrealized loss position for a period of less than 12 months resulting in an unrealized loss of $0.5 million included in other comprehensive income during the year ended December 31, 2021. None of the Company’s available-for-sale investment securities were in a material unrealized loss position at December 31, 2021. As such, the Company has not recognized any impairment in its financial statements related to its available-for-sale investment securities.

During the year ended December 31, 2021, the Company received proceeds of $86.5 million relating to sales and maturities of its available for sale securities, and recognized a loss of $8,000 in other income relating to the sale of these securities. Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method.

As of December 31, 2021, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities:


	Commercial Paper				Corporate Notes/Bonds
	Amortized Cost		Unrealized loss		Amortized Cost		Unrealized loss
Less than 1 year	$	100,929,000	$	(69,000)	$	41,173,000	$	(61,000)
Due after one year through five years	—		—		84,478,000		(409,000)
Total	$	100,929,000	$	(69,000)	$	125,651,000	$	(470,000)

Included in interest income for the year ended December 31, 2021 was interest income related to the Company’s available for sale securities of $0.4 million. All interest income related to the available for sale securities in 2021 related to year ended December 31, 2021. All available-for-sale securities are classified as current assets, even if the maturity when acquired by the Company is greater than one year due to the ability to liquidate within the next 12 months.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses And Other Current Assets

Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following:


	December 31, 2021		December 31, 2020
Prepayment to supplier	$	285,000	$	1,146,000
Prepaid insurance	1,461,000		642,000
Interest receivable	387,000		—
Other current assets	2,348,000		462,000
Total	$	4,481,000	$	2,250,000

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consist of the following:


	December 31, 2021		December 31, 2020
Computer and office equipment	$	819,000	$	492,000
Lab equipment	9,341,000		6,718,000
Service equipment placed at customer sites	6,556,000		3,267,000
Leasehold improvements	2,674,000		1,889,000
	19,390,000		12,366,000
Less accumulated depreciation and amortization	(9,072,000)		(7,456,000)
	$	10,318,000	$	4,910,000

For the years ended December 31, 2021 and 2020, the Company recorded depreciation expense of $1.9 million and $1.4 million, respectively, which includes an allocation to cost of revenue of $0.9 million, $0.5 million, and $41,000 respectively.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets that are subject to amortization consisted of the following at December 31, 2021 and 2020:


	2021						2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	1,630,000	$	(210,000)	$	1,420,000	$	630,000	$	(42,000)	$	588,000
Customer relationships	3,950,000		(378,000)		3,572,000		950,000		(63,000)		887,000
Developed technology	22,800,000		(950,000)		21,850,000		—		—		—
Intangibles, net	$	28,380,000	$	(1,538,000)	$	26,842,000	$	1,580,000	$	(105,000)	$	1,475,000

The Company recorded amortization expense for intangible assets of $1.4 million and $0.1 million for the years ended December 31, 2021 and 2020 respectively, in selling, general and administrative expenses. The customer relationships and trade name intangibles from the Lineagen acquisition are both being amortized on a straight-line basis over their estimated useful lives of 5 years, and have remaining amortization periods of 3.6 years. The customer relationships, developed technology and trademark intangibles from the BioDiscovery acquisition are being amortized on a straight-line basis over their estimated useful lives of 5 years, and have remaining amortization periods of 4.8 years.

Future amortization expense of intangible assets is as follows:


2022	$	5,676,000
2023	5,676,000
2024	5,676,000
2025	5,571,000
2026	4,243,000
Total	$	26,842,000

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


	December 31, 2021		December 31, 2020
Compensation expenses	$	4,529,000	$	3,251,000

Goods received not invoiced	1,073,000		567,000
Taxes payable	677,000		562,000
Insurance	1,011,000		358,000
Professional fees and royalties	288,000		247,000
Warranty liabilities	175,000		113,000
Interest	—		98,000
Other	1,941,000		403,000
Total	$	9,694,000	$	5,599,000

Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Paycheck Protection Program

On April 17, 2020, the Company received the PPP Loan proceeds of approximately $1.8 million pursuant to the Paycheck Protection Program 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% per annum and was 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 year ended December 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 May 14, 2021 (the effective date of the loan payoff), the effective interest rate, including debt issuance costs, for the Term Loans was 16.7%.

The LSA provided 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% 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 was being recognized as interest expense over the term of the LSA. As of December 31, 2021, the outstanding term loan with Innovatus was paid in full, including all accrued interest, the end of term fee, and a prepayment fee for a total of $17.0 million. The Company recorded a loss on debt extinguishment of $2.1 million.

The LSA also provided for a revolving line of credit in an amount not to exceed $5.0 million (the “Revolver”), which was terminated effectively upon payment in full of the above term loan.

The LSA was collateralized by substantially all of the Company’s assets, including its intellectual property. The LSA required 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 included 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.

In March 2019, in connection with the receipt of $20.0 million in proceeds from the Term Loans, the Company issued to Innovatus a warrant to purchase up to 0.2 million shares of its common stock at an exercise price of $4.63 per share, which has a term of 10 years. These warrants were equity classified and their respective fair value was recorded as a discount to the debt. The warrants were exercised during the year end December 31, 2021.

In June 2019, the LSA was amended to among other things: (i) extend the deadline for the Company to maintain its domestic depository and operating accounts with the Bank, subject to a control agreement in favor of Innovatus, to July 31, 2019 and (ii) permit the Company to incur credit card indebtedness in an amount not to exceed $0.2 million. As of September 30, 2019, the Company did not achieve the revenue covenant under the Innovatus LSA. As a result, in October 2019, the Company obtained a waiver letter from Innovatus. Pursuant to the waiver letter, Innovatus agreed to allow the Company to cure its noncompliance with the revenue covenant as of September 30, 2019 so long as the Company (i) raised at least $10 million in gross proceeds from the sale of its securities in an underwritten public offering by October 31, 2019 and (ii) amended the warrant to purchase stock, issued by the Company to Innovatus in March 2019 to decrease the exercise price of the warrant from $4.63 per share to $0.48 per share. Also pursuant to the waiver letter, as consideration for the prospective breach of a liquidity covenant, the Company agreed to issue to Innovatus 0.6 million shares of the Company's common stock. As a result of the amendment and shares issued, the Company recognized $0.6 million as a debt discount, which is being amortized as interest expense over the remaining term of the LSA.

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 $0.2 million and a prepayment fee of $0.1 million, 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 defined in the Second Amendment. As described in Note 10 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 0.9 million shares of its common stock to Innovatus to satisfy the $0.2 million waiver fee and the $0.1 million prepayment fee due under the Second Amendment. As a result of the amendment and shares issued, the Company recognized $0.3 million as a debt discount, which is being amortized as interest expense over the remaining term of the LSA. 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. The Company has 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.

On December 31, 2020, the Company obtained a waiver from Innovatus of its previously disclosed noncompliance, as of September 30, 2020, with the revenue covenant contained in the LSA.

As of December 31, 2020, the Company was in compliance with the covenants under the Innovatus LSA. The Innovatus LSA was paid in full and terminated in 2021.

Summary of Debt Obligations

The Company had no debt as of December 31, 2021. The carrying value of the Company’s debt as of December 31, 2020 was as follows:


	December 31, 2020
Term Loans	$	15,981,000
Revolver	—
PPP Loan	1,775,000
Total principal	17,756,000
Less: unamortized debt issuance costs	(1,430,000)
Total carrying value of debt	$	16,326,000

Stockholders’ Equity and Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders’ Equity and Stock-Based Compensation

Common Stock

The Company is currently authorized to issue up to 400 million shares of $0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

Preferred Stock

The Company is currently authorized to issue up to 10 million shares of $0.0001 par value preferred stock. No preferred stock has been issued to date.

Sale of Common Stock

Follow-on Public Offerings

In April 2020, the Company completed an underwritten public offering of 16.9 million shares of its common stock and, to certain investors, pre-funded warrants to purchase 37.7 million shares of its common stock, and accompanying common warrants to purchase up to an aggregate of 54.5 million 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, before deducting offering costs of $1.6 million, were $18.0 million.

On January 12, 2021, the Company completed an underwritten public offering of 33.4 million shares of common stock, including 4.4 million 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 $0.3 million.

On January 25, 2021, the Company completed an underwritten public offering of 38.3 million shares of common stock, including 5.0 million 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 to us were approximately $230.0 million before deducting underwriting discounts and commissions and other offering expenses of $0.4 million.

Shelf Registration Statements; Ladenburg and Cowen At-the-Market Facilities

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 million of the Company’s securities, including up to $40 million of common stock pursuant to an At Market Issuance Sales Agreement, with Ladenburg Thalmann & Co. Inc. acting as sales agent (the “Ladenburg ATM”). During October through December 2020, the Company sold 27.0 million 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 $0.6 million. In January 2021, the Company sold an additional 6.3 million 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 $0.4 million. The Company terminated the Ladenburg ATM in March 2021.

On January 19, 2021, the Company filed an automatically effective shelf registration statement on Form S-3 with the SEC as a “well-known seasoned issuer,” allowing for the Company to issue an indeterminate number or amount of its securities from time to time in one or more offerings. On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) 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 “Cowen ATM”). The Company agreed to 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. In August and September 2021, the Company sold 2.3 million shares of common stock under the Cowen ATM at an average share price of $6.15 per share, and received gross proceeds of approximately $13.9 million before deducting offering costs of $0.6 million.

Stock Warrants

A summary of the Company’s warrant activity for the year ended December 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, 2020	24,406,000	$	1.76	4.82	$	7,933,000
Granted	95,396,000	0.22		4.28	—
Exercised	(104,628,000)	0.28		—	56,780,000
Canceled	—	59.90		—	—
Outstanding at December 31, 2020	15,174,000	$	2.34	3.76	$	26,841,000
Granted	—	—		—	—
Exercised	(10,794,000)	0.88			58,191,000
Canceled	(24,000)	3.29		—	—
Outstanding at December 31, 2021	4,356,000	$	5.96	1.76	$	785,000

In March 2020, the Company entered into a Warrants Amendment and Agreement with certain holders of warrants that were exercisable for 3.2 million shares of common stock. The agreement reduced the exercise price of existing warrants from $0.86 per share to $0.75 per share, which were exercised following the amendment, in addition to issuing 3.2 million new warrants at an exercise price per share of $1.06 that were exercised in the year ended December 31, 2021.

2018 Equity Incentive Plan

In August 2018, the Company’s board of directors (the “Board”) and its stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”), as a successor to and continuation of the Company’s 2006 Equity Incentive Plan (the “2006 Plan”). Under the 2018 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then its employees, directors and consultants, including employees and consultants of its affiliates. The Company has initially reserved 1.5 million shares of common stock for issuance under the 2018 Plan, which is the sum of (1) 1.0 million new shares, plus (2) the number of shares that remained available for issuance under the 2006 Plan at the time the 2018 Plan became effective, and (3) any shares subject to outstanding stock options or other stock awards that were granted under the 2006 Plan that would have otherwise returned to the 2006 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2019 through January 1, 2028, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. As of December 31, 2021, 6.2 million shares of common stock were authorized for future grants under the 2018 Plan.

2020 Inducement Plan

In August 2020, the Company’s Board and its stockholders adopted the 2020 Inducement Plan and amended by the Board on October 6, 2021. Under the 2020 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then its employees, directors and consultants, including employees and consultants of its affiliates. The Company has initially reserved 2.1 million shares of common stock for issuance under the 2020 Plan. An additional 1.0 million of shares of common stock was reserved for issuance under the Inducement Plan for a total of 3.1 million shares pursuant to an amendment to the Inducement Plan approved by the board of directors on October 6, 2021. As of December 31, 2021, there were approximately 0.7 million shares of common stock authorized for future grants under the 2020 Plan.

Stock Options

A summary of the Company’s stock option activity is as follows:


	Shares of Stock under Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2020	5,290,000	$	1.91	8.7	$	10,178,000
Granted	9,108,000	6.54
Exercised	(471,000)	1.30			2,547,000
Canceled	(1,162,000)	4.90
Outstanding at December 31, 2021	12,765,000	4.97		8.9	7,891,000
Vested and exercisable at December 31, 2021	3,389,000	$	3.53	8.1	$	4,428,000

The weighted-average grant date fair value of stock option grants during the years ended December 31, 2021 and 2020 was $4.35 and $0.44, respectively. The total intrinsic value of the stock options exercised during the years ended December 31, 2021 and 2020 were $2.5 million and $7,000, respectively. The contractual term of stock options granted to employees was 10 years, which is also the maximum contractual term permitted for stock options (and stock appreciation rights) issued under the 2018 Plan. Stock options generally vest or become exercisable monthly over a four-year period.

Restricted Stock

A restricted stock award in the amount of 5.0 million shares with a grant date fair value of $5.20 a share was granted as part of the acquisition of BioDiscovery. One-third of the Restricted Shares will vest on October 18, 2022 and one-twelfth of the Restricted Shares shall vest every three months following October 18, 2022, subject to continuous service of a key employee. The weighted average remaining contractual term for the restricted stock is 2.8 years as of December 31, 2021. The fair value of the restricted stock award is based on the market value of common stock as of the date of grant and is amortized to expense over the respective vesting period or the service period.

Restricted Stock Units and Performance Stock Units

The Company issues restricted stock units (RSU) and performance stock units (PSU). The Company grants restricted stock pursuant to the 2018 Stock Plan and satisfy such grants through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock. RSUs generally vest over a two-year period with equal vesting annually. We issue PSUs for which the number of shares issuable at the end of a four-year performance period is based on our performance relative to specified revenue targets and continued employment through the vesting period.

Restricted stock activity was as follows:


	Stock Units	Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2021	—	$	—
Granted	540,000	4.75
Released	(179,000)	4.76
Forfeited	—	—
Outstanding at December 31, 2021	361,000	$	4.74

The total intrinsic value of the RSUs that vested was $0.9 million during fiscal 2021, determined as of the date of vesting. The weighted average remaining contractual term for the RSUs is 1.4 years as of December 31, 2021.

Performance stock activity was as follows:


	Stock Units	Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2021	—	$	—
Granted	290,000	4.74
Released	—	—
Forfeited	—	—
Outstanding at December 31, 2021	290,000	$	4.74

The weighted average remaining contractual term for the PSUs is 3.4 years as of December 31, 2021

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:


	Years Ended December 31,
	2021		2020
Research and development	$	3,531,000	$	375,000
General and administrative	6,188,000		1,179,000
Total stock-based compensation expense	$	9,719,000	$	1,554,000

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


	Years Ended December 31,
	2021	2020
Risk-free interest rate	1.1%	.6%
Expected volatility	76.2%	77.0%
Expected term (in years)	6.0	5.8
Expected dividend yield	0.0%	0.0%

Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options.

Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility as a private company, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available.

Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. As a result, the Company uses the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Forfeitures. The Company reduces stock-based compensation expense for actual forfeitures during the period.

Unrecognized Stock-Based Compensation Expense

As of December 31, 2021, the unrecognized compensation expense for all non-vested share-based awards was $59.2 million and is expected to be recognized as expense over a weighted-average period of 3.1 years.

Employee Stock Purchase Plan

In August 2018, the Board and the Company’s stockholders adopted the 2018 Employee Stock Purchase Plan (the “ESPP”). A total of 0.2 million shares of common stock were initially reserved for issuance under the ESPP. In addition, the number shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2019, through January 1, 2028, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, (2) 220,000 shares,

or (3) a lesser number of shares as determined by the Board. As of December 31, 2021, 0.2 million shares of common stock were authorized for future grants under the ESPP.

Executive Option Grants

On February 15, 2022, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of 4.3 million shares of common stock at an exercise price of $2.18 a share, in each case with an effective grant date and vesting commencement date of February 15, 2022 (the “Grant Date”). These stock option grants were issued from the 2018 Stock Plan. The shares subject to the option shall vest monthly over 48 months beginning on the one-month anniversary of the Grant Date, such that the option shall be fully vested and exercisable on the four-year anniversary of the Grant Date.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Leases

Operating leases

The Company leases approximately 35,823 square feet of office, laboratory, and manufacturing space in two buildings at our headquarters in San Diego, California, with the lease for all rented space expiring December 31, 2025. In December 2021, the Company executed a new lease for approximately 11,978 additional square feet square feet of office and laboratory space in San Diego, California that expires in January 2026. In January 2022, the Company executed a new lease for an additional 5,278 square feet of office and laboratory space in San Diego, California that expires in January 2026. Rent payments for the additional space are $16,000 each month through December 2022, and increases annually according to the Company’s lease agreement.

In August 2020, through the acquisition of Lineagen, the Company obtained a lease for approximately 9,710 square feet of office space in a Salt Lake City, Utah under a non-cancelable operating lease that expires in December 2026.

Finance lease

In October 2021, through the acquisition of BioDiscovery, the Company obtained a finance lease of 4,786 square feet of office space in El Segundo, California that expires in February 2041. The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation on our consolidated balance sheets. Refer to Note 15. Related Party Transactions for additional information.

Supplemental information

For all leases, the Company has the ability to enter into renewal negotiations, prior to the lease end date, with no specific terms. At this time, it is not reasonably certain that we will extend the term of the lease and therefore the renewal period has been excluded from the aforementioned ROU asset and lease liability measurements. The leases are subject to variable charges for common area maintenance and other costs that are determined based on actual costs and includes certain lease incentives such as tenant improvement allowances. The base rent for the leases is subject to an annual increase each year. Rent expense is being recognized on a straight-line basis over the term of the lease. The Company’s estimated incremental borrowing rate of 7.1% was used in its present value calculations as the operating and finance leases do not have a stated rate and the implicit rate was not readily determinable. In determining the incremental borrowing rate, the Company considered the interest rate of the Term Loans as well as publicly available data for discount rates used by peer companies.

Supplemental information pertaining to the Company’s leases in which the Company is lessee for the year ended December 31, 2021 is as follows:


Cash payments included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	447,000
Operating cash flows from finance leases	$	47,000
Financing cash flows from finance leases	$	5,000
Weighted-average remaining lease term:
Operating leases	4.1 years
Finance leases	19.2 years
Weighted-average discount rate:
Operating leases	7.1		%
Finance leases	7.1		%
Noncash lease liabilities resulting from obtaining right-of-use assets
Operating leases	$	4,751,000

The following table provides the components of the Company’s lease cost:


	Year Ended December 31,
	2021		2020
Operating leases
Operating lease costs1	$	1,118,000	$	887,000
Variable lease costs	386,000		—
Total rent expense	1,504,000		887,000
Finance lease
Amortization of right of use assets	19,000		—
Interest on lease liabilities	47,000		—
Total finance lease costs	66,000		—

Gross sublease income	(18,000)		(422,000)
Total lease costs	$	1,552,000	$	465,000

1 Rent expense and sublease income for the year ended December 31, 2020 reflects accounting treatment under ASC 840.

The future minimum payments under non-cancellable operating and finance leases as of December 31, 2021, are as follows:


	Operating Leases		Finance Lease
2022	$	1,881,000	$	314,000
2023	1,950,000		322,000
2024	2,011,000		330,000
2025	2,088,000		338,000
2026	232,000		346,000
Thereafter	—		5,949,000
Total future lease payments	8,162,000		7,599,000
Less: imputed interest	(1,407,000)		(3,658,000)
Total lease liabilities	$	6,755,000	$	3,941,000

Prior to the adoption of ASC Topic 842, future minimum rental payments under operating leases as of December 31, 2020, were as follows:


Year Ending December 31,	Total Payments
2021	$	734,000
2022	639,000
2023	666,000
2024	696,000
2025 and thereafter	729,000
Total minimum lease payments	$	3,464,000

Purchase Commitments

The Company has a contractual commitment with a supplier to purchase $0.3 million of products every month for an initial term of two years beginning in May 2021 until May 2023. The contract can be terminated with 90 days written notice by either party.

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.

Contingent Consideration

As part of the Merger Agreement related to the acquisition of BioDiscovery, the Company agreed to pay a milestone payment of $10.0 million in cash contingent on the achievement of a commercial milestone within eighteen months of the acquisition date. The Company determined the fair value of the milestone consideration using a scenario-based technique, as the trigger for payment is event driven. The outcome of the milestone consideration is binary, meaning the milestone is either achieved or not achieved, and the only other variable factor is the timing of when the milestone is achieved. The Company determined it is highly likely that the milestone will be achieved and therefore used a 95% probability factor which is applied to the $10.0 million milestone consideration. Based on these valuation assumptions, a contingent liability of $9.0 million was recognized on the acquisition date. As of December 31, 2021, the fair value of the milestone consideration was determined to be $9.1 million. The change in fair value of $0.1 million was recorded in selling, general and administrative expense in the consolidated statement of operations for the year ended December 31, 2021.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The domestic and foreign components of income (loss) from continuing operations are as follows:


	Year Ended December 31,
	2021		2020
Domestic	$	(78,356,000)	$	(41,191,000)
Foreign	204,000		114,000
Loss before provision for income taxes	$	(78,152,000)	$	(41,077,000)

The provision for domestic and foreign income taxes is as follows:


	Year Ended December 31,
	2021		2020
Current:
Federal	$	—	$	—
Foreign	39,000		24,000
State and local	21,000		5,000
Total current income tax provision (benefit)	$	60,000	$	29,000
Deferred:
Federal	$	(4,055,000)	$	—
Foreign	—		—
State and local	(1,722,000)		—
Total deferred income tax provision (benefit)	(5,777,000)		—
Income tax provision (benefit)	$	(5,717,000)	$	29,000

Reconciliations of the income tax computed at the federal statutory tax rate to the expense for income taxes are as follows:


	Year Ended December 31,
	2021		2020
Income taxes at statutory rate	$	(16,413,000)	$	(8,626,000)
State income taxes, net of federal benefits	(2,030,000)		(522,000)
Change in valuation allowance	12,879,000		9,816,000
Section 162(m)	966,000		—
Other permanent differences	(165,000)		(67,000)
Research credits	(938,000)		(568,000)
Other	(16,000)		(4,000)
Income tax expense (benefit)	$	(5,717,000)	$	29,000

Significant components of the Company’s deferred tax assets at December 31, 2021 and 2020 are as follows:


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	81,399,000	$	62,354,000
Research and development credits	6,911,000		5,671,000
Stock-based compensation	849,000		450,000
ASC 842 - lease liability	2,517,000		—
Other	1,457,000		2,148,000
Total gross	93,133,000		70,623,000
Deferred tax liabilities:
Amortization	(7,478,000)		(350,000)
ASC 842 - ROU asset	(2,504,000)		—
Other	—		—
Less: valuation allowance	(83,151,000)		(70,273,000)
Deferred tax assets, net of valuation allowance	$	—	$	—

As of December 31, 2021, the Company has federal and state tax net operating loss carryforwards of $341.1 million and $158.4 million, respectively. The federal tax loss carryforwards include $176.8 million that do not expire but utilization is limited to 80% of the Company's taxable income in any given tax year based on current federal tax laws. The remaining federal tax loss carryforwards of $164.3 million and state tax loss carryforwards begin to expire in 2027 and 2023, respectively, unless previously utilized. As of December 31, 2021, the Company also has federal and California research credit carryforwards of $6.7 million and $6.1 million, respectively. The federal research credit carryforwards begin to expire in 2027 unless previously utilized. The California research credits carry forward indefinitely.

Management assesses all available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company has experienced net losses since inception, and the revenue and income potential of the Company’s business and market are unproven. Due to the Company’s continuing research and development ("R&D") activities, the Company expects to continue to incur net losses into the foreseeable future. As such, the Company cannot conclude that it is more likely than not that its deferred tax assets will be realized. A valuation allowance of $83.2 million, and $70.3 million as of December 31, 2021, and 2020, respectively, has been established to offset the deferred tax assets.

The Company acquired BioDiscovery, LLC. an entity designated for income tax purposes as a corporation in a plan of reorganization within the meaning of Section 368(a)(1)(A) on October 18, 2021. Under ASC 805-740, the Company recorded deferred tax liabilities of $5.8 million related to customer lists, patents/trademarks, developed technology, and fixed assets as part of the business combination. As the deferred tax liability recorded in the business combination constitutes a source of future taxable income, the Company recorded a decrease to its valuation allowance against its deferred tax assets of $5.8 million as a deferred income tax benefit.

Utilization of the net operating losses and R&D credit carryforwards are subject to annual limitations due to ownership changes that have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986,as amended (the "Code"), as well as similar state and foreign provisions. These ownership changes will limit the amount of net operating losses and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of

transactions over a three-year period resulting in an ownership change of more than 50 percentage points of outstanding stock of a company by certain stockholders. Due to the existence of the valuation allowance, limitations created by past or future ownership changes, if any, will not impact its effective tax rate.

The Company last performed a 382 study during 2013 and since this date there have been changes in ownership that will limit the Company's ability to utilize the net operating loss and R&D credit carryforwards. The Company is in the process of refreshing its 382 study but the results of that analysis are unknown as of the issuance date of these consolidated financial statements. The completion of the 382 study could result in material reductions to deferred tax assets and related valuation allowance disclosed above. However, the Company had not utilized any of the net operating losses and R&D credits during the years ended December 31, 2021 and 2020.

Reconciliations of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, are as follows:


	December 31,
	2021		2020
Balance at beginning of the year	$	4,201,000	$	3,708,000
Additions/(reductions) for tax positions - prior year	231,000		53,000
Increase related to current year positions	687,000		440,000
Balance at the end of the year	$	5,119,000	$	4,201,000

The Company recognizes the benefit of uncertain tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Due to the valuation allowance position, none of the unrecognized tax benefits, if recognized, will impact the Company`s effective tax rate. The Company does not anticipate a significant change in the unrecognized tax benefits during the next twelve months.

The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual of interest and penalties on the Company’s balance sheets and has not recognized any interest and penalties in the statements of operations for the years ended December 31, 2021 and 2020.

The Company is subject to taxation in the United States, the United Kingdom and China. The Company's tax years from 2007 (inception) are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses and R&D credits.

- 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.

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-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Employee Benefits	12 Months Ended
Employee Benefits	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefits	Employee Benefits The Company has a defined contribution 401(k) plan available to eligible employees. Under the terms of the plan, employees may make voluntary contributions as a percent of compensation, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain contributions to the 401(k) plan. The Company expensed matching contributions of $0.83 million and $0.46 million for the years ended December 31, 2021 and 2020, respectively.

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions

Lineagen Acquisition

In August 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 security-holders of Lineagen, entered into the Lineagen Merger Agreement. Pursuant to the terms and conditions of the Lineagen 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 Lineagen 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”) were held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Lineagen Merger Agreement.

Also as consideration for the Merger, pursuant to the Lineagen 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 Lineagen 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. During the fourth quarter of 2020, the Company recorded a $0.2 million 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 2021.

The following is the 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
Shares of common stock returned to the Company (c)	(138,247)
Stock price per share on closing date	$	0.68
Value of common stock consideration (c)	$	4,100,000
Total 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 as consideration for the Merger was 6,167,510 shares. The total number of Merger Shares was subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen. The value of the common stock consideration and the total purchase price incorporated the return of 138,247 Escrowed Shares to the Company.

The total 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	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 Company recognized approximately $1.5 million of acquisition-related transaction costs, including financial advisor fees, legal expenses and accounting fees during the year ended December 31, 2020. These costs are included in the consolidated statement of operations in selling, general and administrative expense. Also, the Company reported approximately $1.5 million of service revenue generated by Lineagen in its consolidated statement of operations from the date of acquisition through December 31, 2020. As the Company began integrating Lineagen’s operations with its existing operations during the fourth quarter of 2020, it is not practical or meaningful to distinguish Lineagen’s expenses or net income or loss from that of the combined operations for 2020.

BioDiscovery Acquisition

In October 2021, the Company completed the acquisition of BioDiscovery, LLC., pursuant to the BioDiscovery Merger Agreement. BioDiscovery's solutions for analysis, interpretation and reporting of genomics data is expected to accelerate and broaden Bionano’s market leadership in digital cytogenetics and comprehensive genome analysis.

Pursuant to BioDiscovery Merger Agreement, the Company paid upfront consideration consisting of a combination of approximately $52.3 million in cash and $40.0 million in shares of Company common stock. Approximately $26.0 million worth of the shares of the Company’s common stock issued pursuant to the upfront consideration are subject to vesting based on continued service, subject to the terms and conditions of a stock restriction agreement. Accordingly, the restricted stock is being accounted for as compensation over the requisite service period, and is not included in the purchase price. The upfront consideration is subject to adjustment for, among other things, cash, unpaid indebtedness, unpaid transaction expenses and working capital relative to a target. Under the BioDiscovery Merger Agreement, the Company has also agreed to pay a milestone payment of $10.0 million in cash based on the achievement of certain commercial milestones. Cash of $2.5 million will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the BioDiscovery Merger Agreement.

The Company accounted for its acquisition of BioDiscovery 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.

The purchase price allocation for the acquisition of BioDiscovery 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. Per the terms of the BioDiscovery Merger Agreement, the purchase price is still subject to adjustment for the final determination of cash, unpaid indebtedness, unpaid transaction expenses and working capital, as well for deferred and current tax assets and liabilities

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


Cash	$	52,291,000
Estimated fair value of milestone consideration	$	9,000,000
Estimated return of cash to buyer from escrow	$	(694,000)
Shares common stock issued as consideration	2,723,000
Stock price per share on closing date	$	5.20
Value of estimated common stock consideration	$	14,159,000
Total estimated purchase price	$	74,756,000

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


Cash and cash equivalents	$	3,205,000
Accounts receivable	1,782,000
Right-of-use assets	3,987,000
Other assets	213,000
Intangible assets	26,800,000
Goodwill	48,987,000
Accounts payable and other accrued liabilities	(193,000)
Right-of-use liabilities (short-term and long-term)	(3,987,000)
Deferred tax liability	(5,777,000)
Contract liabilities	(261,000)
Net assets acquired	$	74,756,000

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


Customer relationships	$	3,000,000
Developed technology	22,800,000
Tradename	1,000,000
Fair value of identifiable intangible assets	$	26,800,000

The Company uses the income approach to derive the fair value of the identified intangible assets acquired. This approach calculates fair value by estimating future cash flows attributable to the assets and then discounting these cash flows to a present value using a risk-adjusted discount rate.

The developed technology, 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 approximately $-1.5 million of acquisition-related transaction costs, including financial advisor fees, legal expenses and accounting fees during the year ended December 31, 2021. These costs are included in the consolidated statement of operations in selling, general and administrative expense. The Company reported approximately $1.1 million of revenue generated by BioDiscovery in its consolidated statement of operations from the date of acquisition through December 31, 2021.

As the Company began integrating BioDiscovery’s operations with its existing operations during the fourth quarter of 2021, it is not practical or meaningful to distinguish BioDiscovery’s expenses or net income or loss from that of the combine operations.

Pro forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company, Lineagen, and BioDiscovery as if the companies had been combined as of the beginning of the year prior to the acquisition. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Lineagen and BioDiscovery to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied at the beginning of the year prior to the acquisition. 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 acquisitions had taken place as of January 1, 2019 and January 1, 2020, respectively.


	Years Ended December 31, (Unaudited)
	2021		2020
Revenue	$	23,076,000	$	15,927,000
Net loss	(80,065,000)		(47,228,000)
Basic and diluted net loss per share	$	(0.28)	$	(0.43)

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsThrough the acquisition of BioDiscovery in October 2021, the Company inherited a building lease with a landlord owned by BioDiscovery’s former Director and Chief Executive Officer, who is now the Company’s Chief Informatics Officer. The Company recorded $0.1 million in finance lease costs related to this lease for the year ended December 31, 2021. Refer to Note 11. Commitments and Contingencies for future commitments pertaining to this finance lease.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

Description of Business

Bionano Genomics, Inc. (collectively, with its consolidated subsidiaries, the “Company”) is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. The Company’s mission is to transform the way the world sees the genome through optical genome mapping (“OGM”) solutions, diagnostic services and software. The Company offers OGM solutions for applications across basic, translational and clinical research. Through its Lineagen, Inc. (“Lineagen”) business, the Company also provides diagnostic testing for patients with clinical presentations consistent with autism spectrum disorder and other neurodevelopmental disabilities. Through its BioDiscovery, LLC. (“BioDiscovery”) business, the Company also offers an industry-leading, platform-agnostic software solution, which integrates next-generation sequencing and microarray data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view.

Basis of PresentationThe consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of the Company’s 100%-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity

As of December 31, 2021, the Company had approximately $24.6 million in cash and cash equivalents, $226.0 million in short term investments, and working capital of $250.6 million as a result of common stock offerings executed in the quarters ended December 31, 2020, March 31, 2021, and September 30, 2021. In February 2021, we applied for forgiveness of our PPP Loan of approximately $1.8 million, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full. During the year ended December 31, 2021, the outstanding term loan under the Innovatus LSA was paid in full, including all accrued interest, an end of term fee, and a prepayment fee for a total of $17.0 million.

The Company believes its available cash, cash equivalents and available-for-sale securities 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.

Use of Estimates

Business Combinations

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.

Cash and Cash Equivalents

Fair Value Measurements

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Investment Securities

Investment SecuritiesAll investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months. Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold. The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented. As all the Company’s investment holdings are in the form of debt securities, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive income (loss). A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Interest income is recognized when earned, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

Concentrations

Credit Risks

Sources of Materials and Products

Accounts Receivable


	December 31, 2021		December 31, 2020
Accounts receivable, net:
Accounts receivable, trade	$	5,624,000	$	4,894,000
Less allowance for doubtful accounts	(690,000)		(2,119,000)
	$	4,934,000	$	2,775,000

is included in selling, general and administrative expenses. During the year ended December 31, 2020, the Company recorded bad debt expense of $1.8 million which was 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.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 December 31, 2021, no customers met or exceeded 10% of the Company’s total accounts receivable balance. As of December 31, 2020, two customer balances represented 27.4% of the Company’s total accounts receivable balance.

Inventory

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.

Long-Lived Assets (including Finite-Lived Purchased Intangible Assets)

Long-Lived Assets (including Finite-Lived Intangible Assets)

Contingent Consideration

discount rate, the passage of time, changes in our estimate of the likelihood, or timing of achieving the criteria for payment of the contingent consideration.

Product revenue recognition

Service and other revenue recognition

Remaining Performance Obligations

Contract Assets and Liabilities

Distributor Transactions

Cost of Revenue

Research and Development Costs

Costs incurred for research and product development, including acquired technology and costs incurred for technology in the development stage, are expensed as incurred.

Patent Costs

Patent Costs Costs related to filing and pursuing patent applications are recorded as selling, general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-based Compensation

Stock-based CompensationThe Company issues stock-based awards as compensation to employees and directors. Stock-based awards may include stock options, stock appreciation rights, vesting stock awards and performance share awards. These awards are accounted for as equity awards. To-date, the Company recognizes stock-based compensation expense net of actual forfeitures on a straight-line basis over the underlying award’s requisite service period, which is generally the vesting period, as measured using the award’s grant date fair value.

Income Taxes

Segment Reporting

Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company chief operating decision-maker, the Chief Executive Officer, views the Company’s operations and manages its business as one operating segment.

Net Loss Per Share

Recently Issued But Not Yet Adopted and Recently Adopted Accounting Pronouncements

Recently Issued But Not Yet Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Accounts Receivable

Accounts Receivable


	December 31, 2021		December 31, 2020
Accounts receivable, net:
Accounts receivable, trade	$	5,624,000	$	4,894,000
Less allowance for doubtful accounts	(690,000)		(2,119,000)
	$	4,934,000	$	2,775,000

Schedule of Components of Inventories

The components of inventories, net of reserve, are as follows:


	December 31,
	2021		2020

Raw materials	$	745,000	$	2,282,000
Finished goods	11,642,000		1,033,000
	$	12,387,000	$	3,315,000

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 because to do so would be anti-dilutive were as follows (in common stock equivalent shares):


	Years Ended December 31,
	2021	2020
Common stock options	12,765,000	5,290,000
Common warrants	4,356,000	15,174,000
Unvested restricted stock	5,006,000	—
RSUs	361,000	—
PSUs	290,000	—
Total	22,778,000	20,464,000

Revenue from Contracts with Customers (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue by Source


	Years Ended December 31,
	2021		2020
Instruments	$	5,887,000	$	3,085,000
Consumables	5,808,000		3,145,000
Total product revenue	11,695,000		6,230,000
Services and other	6,286,000		2,273,000
Total revenue	$	17,981,000	$	8,503,000

Revenue by Geographic Location


	Years Ended December 31,
	2021				2020
	$		%		$		%
North America	$	9,329,000	52	%	$	4,489,000	53	%
EMEIA	5,604,000		31	%	3,163,000		37	%
Asia Pacific	3,048,000		17	%	851,000		10	%
Total	$	17,981,000	100	%	$	8,503,000	100	%

Investments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurement of Assets And Liabilities

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the Consolidated Balance Sheets:


	December 31, 2021
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
			Level 1		Level 2		Level 3
Assets:
Commercial Paper	$	100,860,000	$	—	$	100,860,000	$	—
Corporate Notes/Bonds	125,181,000		—		125,181,000		—
Total Investments:	$	226,041,000	$	—	$	226,041,000	$	—
Money Market Funds	$	11,126,000	$	11,126,000	$	—	$	—
Liabilities:
Contingent consideration	$	9,066,000	$	—	$	—	$	9,066,000

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Changes in estimated fair value of contingent consideration liability in the year ended December 31, 2021 is as follows:


	Contingent Consideration Liability (Level 3 Measurement)
Balance as of December 31, 2020	$	—
Liability recorded as a result of current period acquisition	9,000,000
Change in estimated fair value, recorded in selling, general and administrative expenses	66,000
Cash payments	—
Balance as of December 31, 2021	$	9,066,000

Marketable Securities

As of December 31, 2021, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities:


	Commercial Paper				Corporate Notes/Bonds
	Amortized Cost		Unrealized loss		Amortized Cost		Unrealized loss
Less than 1 year	$	100,929,000	$	(69,000)	$	41,173,000	$	(61,000)
Due after one year through five years	—		—		84,478,000		(409,000)
Total	$	100,929,000	$	(69,000)	$	125,651,000	$	(470,000)

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31, 2021		December 31, 2020
Prepayment to supplier	$	285,000	$	1,146,000
Prepaid insurance	1,461,000		642,000
Interest receivable	387,000		—
Other current assets	2,348,000		462,000
Total	$	4,481,000	$	2,250,000

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

Property and equipment, net consist of the following:


	December 31, 2021		December 31, 2020
Computer and office equipment	$	819,000	$	492,000
Lab equipment	9,341,000		6,718,000
Service equipment placed at customer sites	6,556,000		3,267,000
Leasehold improvements	2,674,000		1,889,000
	19,390,000		12,366,000
Less accumulated depreciation and amortization	(9,072,000)		(7,456,000)
	$	10,318,000	$	4,910,000

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets that are subject to amortization consisted of the following at December 31, 2021 and 2020:


	2021						2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	1,630,000	$	(210,000)	$	1,420,000	$	630,000	$	(42,000)	$	588,000
Customer relationships	3,950,000		(378,000)		3,572,000		950,000		(63,000)		887,000
Developed technology	22,800,000		(950,000)		21,850,000		—		—		—
Intangibles, net	$	28,380,000	$	(1,538,000)	$	26,842,000	$	1,580,000	$	(105,000)	$	1,475,000

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization expense of intangible assets is as follows:


2022	$	5,676,000
2023	5,676,000
2024	5,676,000
2025	5,571,000
2026	4,243,000
Total	$	26,842,000

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


	December 31, 2021		December 31, 2020
Compensation expenses	$	4,529,000	$	3,251,000

Goods received not invoiced	1,073,000		567,000
Taxes payable	677,000		562,000
Insurance	1,011,000		358,000
Professional fees and royalties	288,000		247,000
Warranty liabilities	175,000		113,000
Interest	—		98,000
Other	1,941,000		403,000
Total	$	9,694,000	$	5,599,000

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt and Unamortized Discount Balances

The Company had no debt as of December 31, 2021. The carrying value of the Company’s debt as of December 31, 2020 was as follows:


	December 31, 2020
Term Loans	$	15,981,000
Revolver	—
PPP Loan	1,775,000
Total principal	17,756,000
Less: unamortized debt issuance costs	(1,430,000)
Total carrying value of debt	$	16,326,000

Stockholders’ Equity and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Warrant Activity

A summary of the Company’s warrant activity for the year ended December 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, 2020	24,406,000	$	1.76	4.82	$	7,933,000
Granted	95,396,000	0.22		4.28	—
Exercised	(104,628,000)	0.28		—	56,780,000
Canceled	—	59.90		—	—
Outstanding at December 31, 2020	15,174,000	$	2.34	3.76	$	26,841,000
Granted	—	—		—	—
Exercised	(10,794,000)	0.88			58,191,000
Canceled	(24,000)	3.29		—	—
Outstanding at December 31, 2021	4,356,000	$	5.96	1.76	$	785,000

Summary of Stock Option Activity Under 2018 Plan and 2006 Plan

A summary of the Company’s stock option activity is as follows:


	Shares of Stock under Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2020	5,290,000	$	1.91	8.7	$	10,178,000
Granted	9,108,000	6.54
Exercised	(471,000)	1.30			2,547,000
Canceled	(1,162,000)	4.90
Outstanding at December 31, 2021	12,765,000	4.97		8.9	7,891,000
Vested and exercisable at December 31, 2021	3,389,000	$	3.53	8.1	$	4,428,000

Share-based Payment Arrangement, Restricted Stock Unit, Activity

Restricted stock activity was as follows:


	Stock Units	Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2021	—	$	—
Granted	540,000	4.75
Released	(179,000)	4.76
Forfeited	—	—
Outstanding at December 31, 2021	361,000	$	4.74

Performance stock activity was as follows:


	Stock Units	Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2021	—	$	—
Granted	290,000	4.74
Released	—	—
Forfeited	—	—
Outstanding at December 31, 2021	290,000	$	4.74

Summary of Recognized Stock-Based Compensation Expense

The Company recognized stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:


	Years Ended December 31,
	2021		2020
Research and development	$	3,531,000	$	375,000
General and administrative	6,188,000		1,179,000
Total stock-based compensation expense	$	9,719,000	$	1,554,000

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

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


	Years Ended December 31,
	2021	2020
Risk-free interest rate	1.1%	.6%
Expected volatility	76.2%	77.0%
Expected term (in years)	6.0	5.8
Expected dividend yield	0.0%	0.0%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Lease, Cost

Supplemental information pertaining to the Company’s leases in which the Company is lessee for the year ended December 31, 2021 is as follows:


Cash payments included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	447,000
Operating cash flows from finance leases	$	47,000
Financing cash flows from finance leases	$	5,000
Weighted-average remaining lease term:
Operating leases	4.1 years
Finance leases	19.2 years
Weighted-average discount rate:
Operating leases	7.1		%
Finance leases	7.1		%
Noncash lease liabilities resulting from obtaining right-of-use assets
Operating leases	$	4,751,000

The following table provides the components of the Company’s lease cost:


	Year Ended December 31,
	2021		2020
Operating leases
Operating lease costs1	$	1,118,000	$	887,000
Variable lease costs	386,000		—
Total rent expense	1,504,000		887,000
Finance lease
Amortization of right of use assets	19,000		—
Interest on lease liabilities	47,000		—
Total finance lease costs	66,000		—

Gross sublease income	(18,000)		(422,000)
Total lease costs	$	1,552,000	$	465,000

1 Rent expense and sublease income for the year ended December 31, 2020 reflects accounting treatment under ASC 840.

Lessee, Operating Lease, Liability, Maturity

The future minimum payments under non-cancellable operating and finance leases as of December 31, 2021, are as follows:


	Operating Leases		Finance Lease
2022	$	1,881,000	$	314,000
2023	1,950,000		322,000
2024	2,011,000		330,000
2025	2,088,000		338,000
2026	232,000		346,000
Thereafter	—		5,949,000
Total future lease payments	8,162,000		7,599,000
Less: imputed interest	(1,407,000)		(3,658,000)
Total lease liabilities	$	6,755,000	$	3,941,000

Finance Lease, Liability, Fiscal Year Maturity

The future minimum payments under non-cancellable operating and finance leases as of December 31, 2021, are as follows:


	Operating Leases		Finance Lease
2022	$	1,881,000	$	314,000
2023	1,950,000		322,000
2024	2,011,000		330,000
2025	2,088,000		338,000
2026	232,000		346,000
Thereafter	—		5,949,000
Total future lease payments	8,162,000		7,599,000
Less: imputed interest	(1,407,000)		(3,658,000)
Total lease liabilities	$	6,755,000	$	3,941,000

Schedule of Future Minimum Lease Payments Required under Non-Cancelable Leases

Prior to the adoption of ASC Topic 842, future minimum rental payments under operating leases as of December 31, 2020, were as follows:


Year Ending December 31,	Total Payments
2021	$	734,000
2022	639,000
2023	666,000
2024	696,000
2025 and thereafter	729,000
Total minimum lease payments	$	3,464,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Domestic and Foreign Components of Income (Loss)

The domestic and foreign components of income (loss) from continuing operations are as follows:


	Year Ended December 31,
	2021		2020
Domestic	$	(78,356,000)	$	(41,191,000)
Foreign	204,000		114,000
Loss before provision for income taxes	$	(78,152,000)	$	(41,077,000)

Schedule of Provision for Domestic and Foreign Income Taxes

The provision for domestic and foreign income taxes is as follows:


	Year Ended December 31,
	2021		2020
Current:
Federal	$	—	$	—
Foreign	39,000		24,000
State and local	21,000		5,000
Total current income tax provision (benefit)	$	60,000	$	29,000
Deferred:
Federal	$	(4,055,000)	$	—
Foreign	—		—
State and local	(1,722,000)		—
Total deferred income tax provision (benefit)	(5,777,000)		—
Income tax provision (benefit)	$	(5,717,000)	$	29,000

Schedule of Effective Income Tax Rate Reconciliation

Reconciliations of the income tax computed at the federal statutory tax rate to the expense for income taxes are as follows:


	Year Ended December 31,
	2021		2020
Income taxes at statutory rate	$	(16,413,000)	$	(8,626,000)
State income taxes, net of federal benefits	(2,030,000)		(522,000)
Change in valuation allowance	12,879,000		9,816,000
Section 162(m)	966,000		—
Other permanent differences	(165,000)		(67,000)
Research credits	(938,000)		(568,000)
Other	(16,000)		(4,000)
Income tax expense (benefit)	$	(5,717,000)	$	29,000

Schedule of Deferred Tax Assets

Significant components of the Company’s deferred tax assets at December 31, 2021 and 2020 are as follows:


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	81,399,000	$	62,354,000
Research and development credits	6,911,000		5,671,000
Stock-based compensation	849,000		450,000
ASC 842 - lease liability	2,517,000		—
Other	1,457,000		2,148,000
Total gross	93,133,000		70,623,000
Deferred tax liabilities:
Amortization	(7,478,000)		(350,000)
ASC 842 - ROU asset	(2,504,000)		—
Other	—		—
Less: valuation allowance	(83,151,000)		(70,273,000)
Deferred tax assets, net of valuation allowance	$	—	$	—

Schedule of Unrecognized Tax Benefits

Reconciliations of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, are as follows:


	December 31,
	2021		2020
Balance at beginning of the year	$	4,201,000	$	3,708,000
Additions/(reductions) for tax positions - prior year	231,000		53,000
Increase related to current year positions	687,000		440,000
Balance at the end of the year	$	5,119,000	$	4,201,000

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions

The following is the 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
Shares of common stock returned to the Company (c)	(138,247)
Stock price per share on closing date	$	0.68
Value of common stock consideration (c)	$	4,100,000
Total 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.

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


Cash	$	52,291,000
Estimated fair value of milestone consideration	$	9,000,000
Estimated return of cash to buyer from escrow	$	(694,000)
Shares common stock issued as consideration	2,723,000
Stock price per share on closing date	$	5.20
Value of estimated common stock consideration	$	14,159,000
Total estimated purchase price	$	74,756,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Cash and cash equivalents	$	596,000
Accounts receivable	337,000
Other assets	209,000
Property and equipment	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


Cash and cash equivalents	$	3,205,000
Accounts receivable	1,782,000
Right-of-use assets	3,987,000
Other assets	213,000
Intangible assets	26,800,000
Goodwill	48,987,000
Accounts payable and other accrued liabilities	(193,000)
Right-of-use liabilities (short-term and long-term)	(3,987,000)
Deferred tax liability	(5,777,000)
Contract liabilities	(261,000)
Net assets acquired	$	74,756,000

Schedule of Finite-Lived 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


	Years Ended December 31, (Unaudited)
	2021		2020
Revenue	$	23,076,000	$	15,927,000
Net loss	(80,065,000)		(47,228,000)
Basic and diluted net loss per share	$	(0.28)	$	(0.43)

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

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


Customer relationships	$	3,000,000
Developed technology	22,800,000
Tradename	1,000,000
Fair value of identifiable intangible assets	$	26,800,000

Organization and Operations (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents		$ 24,571	$ 38,449
Investments		226,041	0
Working capital		250,600
Forgiveness of PPP Loan	$ 1,800	1,775	0
Debt Instrument [Line Items]
Repayments of debt		15,000	$ 5,000
Innovatus LSA
Debt Instrument [Line Items]
Repayments of debt		$ 17,000

Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accounts receivable, trade	$ 5,624	$ 4,894
Less allowance for doubtful accounts	(690)	(2,119)
Accounts receivable, net	$ 4,934	$ 2,775

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Jan. 01, 2021 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Recovery of bad debt expense	$ 108,000
Bad debt expense	$ 0	$ 1,809,000
Intangible assets useful life	5 years
Impairment of long-lived assets	$ 0	0
Impairment of goodwill	0	0
Performance obligation	800,000
Liability for product warranties	200,000	200,000
Revenue recognized	$ 400,000	400,000
Number of operating segments \| segment	1
Operating lease right-of-use assets	$ 6,691,000	0	$ 2,100,000
Operating lease liabilities	6,755,000		$ 2,100,000
Cost of Sales
Summary Of Significant Accounting Policies [Line Items]
Warranty expense	500,000	400,000
Service and other revenue
Summary Of Significant Accounting Policies [Line Items]
Licensing revenue and maintenance agreements	100,000
Warranty and maintenance revenue	600,000	500,000
Product revenue
Summary Of Significant Accounting Policies [Line Items]
Rental revenue	$ 200,000	$ 100,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Summary Of Significant Accounting Policies [Line Items]
Performance obligation, percentage	82.40%
Performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Summary Of Significant Accounting Policies [Line Items]
Performance obligation, percentage	13.80%
Performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Summary Of Significant Accounting Policies [Line Items]
Performance obligation, percentage	2.30%
Performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Summary Of Significant Accounting Policies [Line Items]
Performance obligation, percentage	1.50%
Performance obligation, expected timing of satisfaction, period	1 year
Minimum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment useful life	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment useful life	5 years
Two Customers \| Customer Concentration Risk \| Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk		27.40%

Summary of Significant Accounting Policies - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Raw materials	$ 745	$ 2,282
Finished goods	11,642	1,033
Total	$ 12,387	$ 3,315

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 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)	22,778	20,464
Common 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)	12,765	5,290
Common warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	4,356	15,174
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	5,006	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	361	0
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	290	0

Summary of Significant Accounting Policies - Remaining Performance Obligations (Details)	Dec. 31, 2021
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, expected timing of satisfaction, period	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, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, expected timing of satisfaction, period	1 year

Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 17,981	$ 8,503
Revenue \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	100.00%	100.00%
North America
Disaggregation of Revenue [Line Items]
Total revenue	$ 9,329	$ 4,489
North America \| Revenue \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	52.00%	53.00%
EMEIA
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,604	$ 3,163
EMEIA \| Revenue \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	31.00%	37.00%
Asia Pacific
Disaggregation of Revenue [Line Items]
Total revenue	$ 3,048	$ 851
Asia Pacific \| Revenue \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	17.00%	10.00%
CHINA \| Sales Revenue, Net \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	11.00%
UNITED STATES \| Sales Revenue, Net \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percent of revenue	46.00%	42.00%
Instruments
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,887	$ 3,085
Consumables
Disaggregation of Revenue [Line Items]
Total revenue	5,808	3,145
Product revenue
Disaggregation of Revenue [Line Items]
Total revenue	11,695	6,230
Service and other revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,286	$ 2,273

Investments and Fair Value Measurements - Financial Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		$ 9,066
Total Investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	$ 226,041
Total Investments \| Commercial Paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	100,860
Total Investments \| Corporate Notes/Bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	125,181
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	11,126
Level 1 \| Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Level 1 \| Total Investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 1 \| Total Investments \| Commercial Paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 1 \| Total Investments \| Corporate Notes/Bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 1 \| Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	11,126
Level 2 \| Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		0
Level 2 \| Total Investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	226,041
Level 2 \| Total Investments \| Commercial Paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	100,860
Level 2 \| Total Investments \| Corporate Notes/Bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	125,181
Level 2 \| Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 3 \| Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		$ 9,066
Level 3 \| Total Investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 3 \| Total Investments \| Commercial Paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 3 \| Total Investments \| Corporate Notes/Bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	0
Level 3 \| Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets	$ 0

Investments and Fair Value Measurements - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) lease	Dec. 31, 2020 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of securities in an unrealized loss position \| lease	57
Unrealized (loss) on investment securities	$ (539)	$ 0
Sale and maturities of available for sale securities	86,483	$ 0
Loss on sale of available for sale securities	8
Interest income	$ 400
Measurement Input, Discount Rate \| Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Measurement input	0.032

Investments and Fair Value Measurements - Contingent Consideration Liability (Details) - Contingent consideration $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning balance	$ 0
Liability recorded as a result of current period acquisition	9,000
Change in estimated fair value, recorded in selling, general and administrative expenses	66
Cash payments	0
Ending balance	$ 9,066

Investments and Fair Value Measurements - Amortized Cost and Unrealized Gains (Losses) (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commercial Paper
Amortized Cost
Less than 1 year	$ 100,929
Due after one year through five years	0
Total	100,929
Unrealized loss
Less than 1 year	(69)
Due after one year through five years	0
Total	(69)
Corporate Notes/Bonds
Amortized Cost
Less than 1 year	41,173
Due after one year through five years	84,478
Total	125,651
Unrealized loss
Less than 1 year	(61)
Due after one year through five years	(409)
Total	$ (470)

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]
Prepayment to supplier	$ 285	$ 1,146
Prepaid insurance	1,461	642
Interest receivable	387	0
Other current assets	2,348	462
Total	$ 4,481	$ 2,250

Property and Equipment, Net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 19,390	$ 12,366
Less accumulated depreciation and amortization	(9,072)	(7,456)
Property and equipment, net	10,318	4,910
Computer and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	819	492
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,341	6,718
Service equipment placed at customer sites
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,556	3,267
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,674	$ 1,889

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,900	$ 1,400
Reagent rentals
Property, Plant and Equipment [Line Items]
Depreciation	$ 900	$ 500	$ 41

Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 28,380	$ 1,580
Accumulated Amortization	(1,538)	(105)
Net Carrying Amount	26,842	1,475
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,630	630
Accumulated Amortization	(210)	(42)
Net Carrying Amount	1,420	588
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,950	950
Accumulated Amortization	(378)	(63)
Net Carrying Amount	3,572	887
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	22,800	0
Accumulated Amortization	(950)	0
Net Carrying Amount	$ 21,850	$ 0

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Aug. 21, 2020	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of acquired intangible assets		$ 1.4	$ 0.1
Lineagen
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life	5 years
BioDiscovery
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life		5 years
Customer Relationships, Developed Technology and Trade Names \| Lineagen
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life		5 years
Remaining amortization period		3 years 7 months 6 days
Customer Relationships, Developed Technology and Trade Names \| BioDiscovery
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life		5 years
Remaining amortization period		4 years 9 months 18 days

Intangible Assets, Net - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 5,676
2023	5,676
2024	5,676
2025	5,571
2026	4,243
Net Carrying Amount	$ 26,842	$ 1,475

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities, Current [Abstract]
Compensation expenses	$ 4,529	$ 3,251
Goods received not invoiced	1,073	567
Taxes payable	677	562
Insurance	1,011	358
Professional fees and royalties	288	247
Warranty liabilities	175	113
Interest	0	98
Other	1,941	403
Total	$ 9,694	$ 5,599

Long-Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions		1 Months Ended			12 Months Ended
	Apr. 17, 2020	Apr. 30, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	May 14, 2021	Mar. 02, 2020	Oct. 31, 2019	Jun. 30, 2019
Debt Instrument [Line Items]
Repayments of debt					$ 15,000,000	$ 5,000,000
Loss on debt extinguishment					$ (2,076,000)	$ 0
Warrants to purchase shares issued (shares)				0.2
Warrants to purchase, Fair value preferred stock (USD per share)			$ 1.76		$ 5.96	$ 2.34		$ 0.75
Maximum credit card indebtedness										$ 200,000
PPP Loan \| Unsecured Debt
Debt Instrument [Line Items]
Loan proceeds received	$ 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]
Term loan face value				$ 20,000,000
Cash rate				10.25%
Discounted cash rate				7.25%
Effective percentage							16.70%
End of term charge				$ 800,000
Repayments of debt					$ 17,000,000
Warrants to purchase shares issued (shares)		0.9							0.6
Warrants to purchase, Fair value preferred stock (USD per share)				$ 4.63					$ 0.48
Term				10 years
Minimum proceeds									$ 10,000,000
Debt issuance costs		$ 300,000							$ 600,000
Repayment of outstanding term loan			$ 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
Prepayment fee			$ 100,000
Innovatus LSA \| PIK
Debt Instrument [Line Items]
Cash rate				3.00%
Revolver
Debt Instrument [Line Items]
Term loan facility available				$ 5,000,000.0
Period One \| Innovatus LSA
Debt Instrument [Line Items]
Prepayment fee percentage				3.00%
Period Two \| Innovatus LSA
Debt Instrument [Line Items]
Prepayment fee percentage				2.00%
Period Three \| Innovatus LSA
Debt Instrument [Line Items]
Prepayment fee percentage				1.00%
Period Four \| Innovatus LSA
Debt Instrument [Line Items]
Prepayment fee percentage				0.00%

Long-Term Debt - Schedule of Debt Obligations (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Total principal	$ 17,756
Less: unamortized debt issuance costs	(1,430)
Total carrying value of debt	16,326
Term Loans
Debt Instrument [Line Items]
Total principal	15,981
Revolver
Debt Instrument [Line Items]
Total principal	0
PPP Loan
Debt Instrument [Line Items]
Total principal	$ 1,775

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Stockholders’ Equity and Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended				2 Months Ended	3 Months Ended	12 Months Ended
	Feb. 15, 2022	Oct. 06, 2021	Mar. 23, 2021	Jan. 25, 2021	Jan. 12, 2021	Mar. 02, 2020	Oct. 31, 2021	Jan. 31, 2021	Apr. 30, 2020	Aug. 31, 2018	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2020	Aug. 21, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common stock, shares authorized (in shares)												400,000,000	400,000,000	400,000,000
Common stock, par value (in dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)												10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Number of shares issued (in shares)				38,300,000	33,400,000			6,300,000			2,300,000	27,000,000
Warrants to purchase, Fair value preferred stock (USD per share)						$ 0.75						$ 2.34	$ 5.96	$ 2.34			$ 1.76
Offering expenses on sale of common stock					$ 300				$ 1,600				$ 1,704	$ 2,000
Gross proceeds				$ 230,000	$ 101,800			$ 16,900	$ 18,000		$ 13,900	$ 22,100
Offering price per unit (in dollars per share)				$ 6.00	$ 3.05			$ 2.68			$ 6.15	$ 0.82		$ 0.82
Debt issuance costs				$ 400				$ 400			$ 600	$ 600		$ 600
Issuance and sale of stock															$ 125,000
Exercised (shares)						3,200,000							10,794,000	104,628,000
Granted (shares)													0	95,396,000
Intrinsic value of stock options exercised													$ 2,547	$ 7
Unrecognized compensation cost													$ 59,200
Unrecognized compensation cost related to outstanding employee options, period for recognition													3 years 1 month 6 days
Issue stock for employee stock purchase plan (in shares)													200,000
Granted (shares)													9,108,000
Granted (USD per share)													$ 6.54
Executive Officer \| Subsequent Event
Class of Stock [Line Items]
Granted (shares)	4,300,000
Granted (USD per share)	$ 2.18
Cowen
Class of Stock [Line Items]
Aggregate offering price			$ 350,000
Commission fee			3.00%
Option
Class of Stock [Line Items]
Vesting period													4 years
Option \| Executive Officer \| Subsequent Event
Class of Stock [Line Items]
Vesting period	48 months
Restricted Stock
Class of Stock [Line Items]
Vesting period													2 years 9 months 18 days
Restricted Stock \| BioDiscovery
Class of Stock [Line Items]
Granted (in shares)							5,000,000
Granted (in dollars per share)							$ 5.20
RSUs
Class of Stock [Line Items]
Vesting period													2 years
Granted (in shares)													540,000
Granted (in dollars per share)														$ 4.75
Total intrinsic value													$ 900
Weighted average remaining contractual term													1 year 4 months 24 days
PSUs
Class of Stock [Line Items]
Vesting period													4 years
Granted (in shares)													290,000
Granted (in dollars per share)														4.74
Weighted average remaining contractual term													3 years 4 months 24 days
2018 Equity Incentive Plan
Class of Stock [Line Items]
Common stock initially reserved for future issuance (shares)										1,500,000
Number of new shares issued under plan (shares)										1,000,000
Incremental rate at which the shares reserved for issuance increase													5.00%
2018 Employee Stock Purchase Plan
Class of Stock [Line Items]
Common stock initially reserved for future issuance (shares)										200,000
Incremental rate at which the shares reserved for issuance increase										1.00%
Vested and exercisable (USD per share)													$ 4.35	0.44
Vested and expected to vest													10 years
2018 Employee Stock Purchase Plan \| Maximum
Class of Stock [Line Items]
Common stock initially reserved for future issuance (shares)										220,000
Underwriter Option
Class of Stock [Line Items]
Number of shares issued (in shares)				5,000,000	4,400,000
Offering price per unit (in dollars per share)				$ 5.64	$ 2.867
Pre-Funded Warrant
Class of Stock [Line Items]
Number of securities called by each warrant (shares)									1
Price per share (USD per share)									$ 0.329
Warrants to purchase, Fair value preferred stock (USD per share)									0.001
Common warrants
Class of Stock [Line Items]
Price per share (USD per share)									0.33
Warrants to purchase, Fair value preferred stock (USD per share)									$ 0.33
Class of warrant or right, expiration period									5 years
Common Stock Warrants, Original Agreement
Class of Stock [Line Items]
Warrants to purchase, Fair value preferred stock (USD per share)												$ 0.86		$ 0.86
Common Stock Warrants, Amended Agreement
Class of Stock [Line Items]
Warrants to purchase, Fair value preferred stock (USD per share)													$ 1.06
Granted (shares)						3,200,000
Common Stock
Class of Stock [Line Items]
Number of shares issued (in shares)									16,900,000
Issuance and sale of stock															$ 40,000
Common Stock \| 2020 Inducement Plan
Class of Stock [Line Items]
Common stock reserved for issuance (in shares)		3,100,000														2,100,000
Additional common stock reserved for issuance (in shares)		1,000,000
Common Stock \| Pre-Funded Warrant
Class of Stock [Line Items]
Warrants to purchase shares (shares)									37,700,000
Common Stock \| Common warrants
Class of Stock [Line Items]
Warrants to purchase shares (shares)									54,500,000
Authorized for future stock awards, option grants, or employee stock purchase program \| 2018 Equity Incentive Plan
Class of Stock [Line Items]
Common stock initially reserved for future issuance (shares)													6,200,000
Authorized for future stock awards, option grants, or employee stock purchase program \| 2020 Inducement Plan
Class of Stock [Line Items]
Common stock initially reserved for future issuance (shares)													700,000

Stockholders’ Equity and Stock-Based Compensation - Warrant Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		12 Months Ended
	Mar. 02, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shares of Stock under Warrants
Outstanding at January 1, 2019 (shares)		15,174	24,406
Granted (shares)		0	95,396
Exercised (shares)	(3,200)	(10,794)	(104,628)
Canceled (shares)		(24)	0
Outstanding at December 31, 2019 (shares)		4,356	15,174	24,406
Weighted- Average Exercise Price
Outstanding at January 1, 2019 (USD per share)		$ 2.34	$ 1.76
Exercised (USD per share)		0	0.22
Granted (USD per share)		0.88	0.28
Canceled (USD per share)		3.29	59.90
Outstanding at December 31, 2019 (USD per share)	$ 0.75	$ 5.96	$ 2.34	$ 1.76
Weighted- Average Remaining Contractual Term
Outstanding		1 year 9 months 3 days	3 years 9 months 3 days	4 years 9 months 25 days
Granted			4 years 3 months 10 days
Aggregate Intrinsic Value
Beginning balance		$ 26,841	$ 7,933
Exercised		58,191	56,780
Ending balance		$ 785	$ 26,841	$ 7,933

Stockholders’ Equity and Stock-Based Compensation - Summary of Stock Option Activity Under 2018 Plan and 2006 Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares of Stock under Stock Options
Beginning balance (shares)	5,290
Granted (shares)	9,108
Exercised (shares)	(471)
Canceled (shares)	(1,162)
Ending balance (shares)	12,765	5,290
Vested and exercisable (shares)	3,389
Weighted- Average Exercise Price
Beginning balance (USD per share)	$ 1.91
Granted (USD per share)	6.54
Exercised (USD per share)	1.30
Canceled (USD per share)	4.90
Ending balance (USD per share)	4.97	$ 1.91
Vested and exercisable (USD per share)	$ 3.53
Weighted- Average Remaining Contractual Term
Outstanding	8 years 10 months 24 days	8 years 8 months 12 days
Vested and exercisable	8 years 1 month 6 days
Aggregate Intrinsic Value
Beginning balance	$ 10,178
Canceled	2,547	$ 7
Ending balance	7,891	$ 10,178
Vested and exercisable	$ 4,428

Stockholders’ Equity and Stock-Based Compensation - Restricted Stock and Performance Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
RSUs
Stock Units
Beginning balance (in shares)	0
Granted (in shares)	540
Released (in shares)	(179)
Forfeited (in shares)	0
Ending balance (in shares)	361	0
Weighted- Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)		$ 4.75
Released (in dollars per share)		4.76
Forfeited (in dollars per share)		0
Ending balance (in dollars per share)	$ 4.74	$ 0
Total intrinsic value	$ 0.9
Weighted average remaining contractual term	1 year 4 months 24 days
PSUs
Stock Units
Beginning balance (in shares)	0
Granted (in shares)	290
Released (in shares)	0
Forfeited (in shares)	0
Ending balance (in shares)	290	0
Weighted- Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)		$ 4.74
Released (in dollars per share)		0
Forfeited (in dollars per share)		0
Ending balance (in dollars per share)	$ 4.74	$ 0
Weighted average remaining contractual term	3 years 4 months 24 days

Stockholders’ Equity and Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 9,719	$ 1,554
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,531	375
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 6,188	$ 1,179

Stockholders’ Equity and Stock-Based Compensation - Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Risk-free interest rate	1.10%	0.60%
Expected volatility	76.20%	77.00%
Expected term	6 years	5 years 9 months 18 days
Expected dividend yield	0.00%	0.00%

Commitments and Contingencies - Additional Information (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 31, 2022 USD ($) ft²	Oct. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) ft²	Oct. 21, 2021 ft²	Dec. 31, 2020 USD ($)
Long-term Purchase Commitment [Line Items]
Estimated incremental borrowing rate			7.10%
Contractual commitment with supplier to purchase products every quarter			$ 300
Initial purchase period			2 years
Termination period			90 days
Fair value of consideration			$ 9,066		$ 0
Contingent consideration
Long-term Purchase Commitment [Line Items]
Change in estimated fair value, recorded in selling, general and administrative expenses			$ 66
BioDiscovery
Long-term Purchase Commitment [Line Items]
Milestone payment		$ 10,000
Contingent liability		9,000
BioDiscovery \| Contingent consideration
Long-term Purchase Commitment [Line Items]
Contingent liability		$ 9,000
San Diego, California
Long-term Purchase Commitment [Line Items]
Operating lease, area leased (in sq ft) \| ft²			35,823
Area added (in sq ft) \| ft²			11,978
San Diego, California \| Subsequent Event
Long-term Purchase Commitment [Line Items]
Area added (in sq ft) \| ft²	5,278
Monthly rent payments	$ 16
Salt Lake City, Utah
Long-term Purchase Commitment [Line Items]
Operating lease, area leased (in sq ft) \| ft²			9,710
El Segundo, California
Long-term Purchase Commitment [Line Items]
Finance lease, area lease (in sq ft) \| ft²				4,786

Commitments and Contingencies - Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Cash paid for operating lease liabilities	$ 447
Operating cash flows from finance leases	47
Principal payments of financing lease liability	$ 5	$ 0
Operating leases	4 years 1 month 6 days
Finance leases	19 years 2 months 12 days
Operating leases	7.10%
Finance leases	7.10%
Operating lease liabilities resulting from obtaining and modifying right-of-use assets	$ 4,751	$ 0

Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 1,118	$ 887
Variable lease costs	386	0
Total rent expense	1,504	887
Amortization of financing lease right-of-use asset	19	0
Interest on lease liabilities	47	0
Total finance lease costs	66	0
Gross sublease income	(18)	(422)
Total lease costs	$ 1,552	$ 465

Commitments and Contingencies - Summary of Undiscounted Future Non-Cancellable Lease Payments Under Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021
Operating Leases
2022	$ 1,881
2023	1,950
2024	2,011
2025	2,088
2026	232
Thereafter	0
Total future lease payments	8,162
Less: imputed interest	(1,407)
Total lease liabilities	6,755	$ 2,100
Finance Lease
2022	314
2023	322
2024	330
2025	338
2026	346
Thereafter	5,949
Total future lease payments	7,599
Less: imputed interest	(3,658)
Total lease liabilities	$ 3,941

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Required under Non-Cancelable Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Total Payments
2021	$ 734
2022	639
2023	666
2024	696
2025 and thereafter	729
Total minimum lease payments	$ 3,464

Income Taxes - Domestic and Foreign Components of Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (78,356)	$ (41,191)
Foreign	204	114
Loss before income taxes	$ (78,152)	$ (41,077)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Provision for Domestic and Foreign Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0
Foreign	39	24
State and local	21	5
Total current income tax provision (benefit)	60	29
Deferred:
Federal	(4,055)	0
Foreign	0	0
State and local	(1,722)	0
Total deferred income tax provision (benefit)	(5,777)	0
Income tax expense (benefit)	$ (5,717)	$ 29

Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income taxes at statutory rate	$ (16,413)	$ (8,626)
State income taxes, net of federal benefits	(2,030)	(522)
Change in valuation allowance	12,879	9,816
Section 162(m)	966	0
Other permanent differences	(165)	(67)
Research credits	(938)	(568)
Other	(16)	(4)
Income tax expense (benefit)	$ (5,717)	$ 29

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 81,399	$ 62,354
Research and development credits	6,911	5,671
Stock-based compensation	849	450
ASC 842 - lease liability	2,517	0
Other	1,457	2,148
Total gross	93,133	70,623
Deferred tax liabilities:
Amortization	(7,478)	(350)
ASC 842 - ROU asset	(2,504)	0
Other	0	0
Less: valuation allowance	(83,151)	(70,273)
Deferred tax assets, net of valuation allowance	$ 0	$ 0

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 83,151	$ 70,273
BioDiscovery
Operating Loss Carryforwards [Line Items]
Deferred tax liabilities	5,800
Decrease in valuation allowance	5,800
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	341,100
Operating loss carryforwards that do not expire	176,800
Domestic Tax Authority \| Research credit
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	6,700
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	158,400
Operating loss carryforwards subject to expiration	164,300
State and Local Jurisdiction \| Research credit \| California
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 6,100

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of the year	$ 4,201	$ 3,708
Additions/(reductions) for tax positions - prior year	231	53
Increase related to current year positions	687	440
Balance at the end of the year	$ 5,119	$ 4,201

Employee Benefits - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Contribution amount	$ 830	$ 460

Acquisitions - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 21, 2020	Oct. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Total revenue				$ 17,981,000	$ 8,503,000
Lineagen
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)	6,167,510
Cash consideration transferred in acquisition	$ 1,940,000
Liabilities assumed of acquiree	2,900,000
Payment to satisfy outstanding principal and accrued interest amounts	$ 1,105,000
Adjustment to original purchase price			$ 200,000
Intangible assets useful life	5 years
Acquisition costs					1,500,000
Revenue since acquisition date					$ 1,500,000
Lineagen \| Escrowed Shares
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)	925,126
BioDiscovery
Business Acquisition [Line Items]
Number of shares issued or reserved for issuance (in shares)		2,723,000
Cash consideration transferred in acquisition		$ 52,291,000
Intangible assets useful life				5 years
Acquisition costs				$ 1,500,000
Consideration transferred, value of common stock		40,000,000
Value of shares subject to vesting		26,000,000
Milestone payment		10,000,000
Cash held in escrow		$ 2,500,000
Total revenue				$ 1,100,000

Acquisitions - Acquisition Purchase Price (Details) - USD ($)		1 Months Ended
	Aug. 21, 2020	Oct. 31, 2021
Lineagen
Business Acquisition [Line Items]
Cash	$ 1,940,000
Payment to satisfy outstanding principal and accrued interest amounts	$ 1,105,000
Shares of common stock issued as consideration (in shares)	6,167,510
Estimated shares of common stock to be returned to the Company (in shares)	(138,247)
Stock price per share on Effective Date (in dollars per share)	$ 0.68
Value of estimated common stock consideration	$ 4,100,000
Total estimated purchase price	$ 7,144,000
Lineagen \| Escrowed Shares
Business Acquisition [Line Items]
Shares of common stock issued as consideration (in shares)	925,126
BioDiscovery
Business Acquisition [Line Items]
Cash		$ 52,291,000
Shares of common stock issued as consideration (in shares)		2,723,000
Estimated fair value of milestone consideration		$ 9,000,000
Estimated return of cash to buyer from escrow		$ (694,000)
Stock price per share on Effective Date (in dollars per share)		$ 5.20
Value of estimated common stock consideration		$ 14,159,000
Total estimated purchase price		$ 74,756,000

Acquisitions - Fair Value of Tangible and Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 31, 2021	Dec. 31, 2020	Aug. 21, 2020
Business Acquisition [Line Items]
Goodwill	$ 56,160		$ 7,173
BioDiscovery
Business Acquisition [Line Items]
Cash and cash equivalents		$ 3,205
Accounts receivable		1,782
Right-of-use assets		3,987
Other assets		213
Intangible assets		26,800
Goodwill		48,987
Accounts payable and other accrued liabilities		(193)
Right-of-use liabilities (short-term and long-term)		(3,987)
Deferred tax liability		(5,777)
Contract liabilities		(261)
Net assets acquired		$ 74,756
Lineagen
Business Acquisition [Line Items]
Cash and cash equivalents				$ 596
Accounts receivable				337
Other assets				209
Property and equipment				111
Intangible assets				1,580
Goodwill				7,173
Accounts payable and other accrued liabilities				(2,862)
Net assets acquired				$ 7,144

Acquisitions - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Aug. 21, 2020
Lineagen
Business Acquisition [Line Items]
Intangible assets		$ 1,580
Lineagen \| Customer relationships
Business Acquisition [Line Items]
Intangible assets		950
Lineagen \| Trade name
Business Acquisition [Line Items]
Intangible assets		$ 630
BioDiscovery
Business Acquisition [Line Items]
Intangible assets	$ 26,800
BioDiscovery \| Customer relationships
Business Acquisition [Line Items]
Intangible assets	3,000
BioDiscovery \| Developed technology
Business Acquisition [Line Items]
Intangible assets	22,800
BioDiscovery \| Trade name
Business Acquisition [Line Items]
Intangible assets	$ 1,000

Acquisitions - Pro Forma Information (Details) - BioDiscovery - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 23,076,000	$ 15,927,000
Net loss	$ (80,065,000)	$ (47,228,000)
Basic net loss per share (in dollars per share)	$ (0.28)	$ (0.43)
Diluted net loss per share (in dollars per share)	$ (0.28)	$ (0.43)

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Total finance lease costs	$ 66	$ 0
Affiliated Entity
Related Party Transaction [Line Items]
Total finance lease costs	$ 100