0000950170-23-005819 | 10-K | XBRL Viewer | Singular Genomics Systems INC

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

9. Commitments and Contingencies

Columbia License Agreement

In 2016, the Company entered into an Exclusive License Agreement (the “License Agreement”) with The Trustees of Columbia University (“Columbia”). Under the License Agreement, the Company acquired the exclusive right to use certain patents, materials and information. The License Agreement includes a number of diligence obligations that requires the Company to use commercially reasonable efforts to research, discover, develop and market Patent Products and/or Other Products (as defined in the License Agreement) by certain dates. Under the License Agreement, the Company pays an annual license fee that increases each year, until it reaches a low six-digit fee for the fifth year, and for each subsequent year, for so long as the License Agreement remains in force. The license fee was immaterial for all periods presented. For any products within the scope of the License Agreement that the Company commercializes, the Company is required to pay royalties ranging from low to mid-single digits on net sales of Patent Products and low single-digit royalty rates on net sales of Other Products. The Company can credit the yearly annual license fee against any yearly royalty fees payable to Columbia. Additionally, if the Company receives any income in connection with any sublicenses, the Company must pay Columbia a high single-digit percentage of that income. Finally, the License Agreement provides for payments to Columbia based on the Company’s achievement of certain development and commercialization milestones, which could total up to $3.9 million over the life of the License Agreement. As of December 31, 2022 the Company accrued $0.4 million related to the milestones. During each of the years ended December 31, 2022 and 2021, the Company paid approximately $0.1 million to Columbia pursuant to the terms of the License Agreement.

Operating Leases

Overview of Operating Leases

In November 2017, the Company entered into a non-cancelable operating lease in La Jolla, California for its prior headquarters, which expired in May 2022 upon commencement of the New HQ Lease (defined below). The lease included certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space and began recognizing rent expense under this lease in February 2018.

In November 2019, the Company entered into a lease agreement for office space in San Diego, California (the “3033 Lease”). The Company gained access to the leased space and began recognizing rent expense under this lease in May 2020. The Company has since amended the 3033 Lease to extend the lease and expand the existing premises for certain rent escalations. The term of the 3033 Lease will end 30 days following the Commencement Date of the OAS Lease (defined below).

In December 2019, the Company entered into a 5-year lease agreement for additional office space in San Diego, California (the “SV Lease”). The lease included certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space and began recognizing rent expense under this lease in January 2020. The Company terminated this lease as of September 30, 2022 and recognized approximately $35,000 for both termination costs and the write-off of the applicable right-of-use asset during the year ended December 31, 2022.

In June 2020, the Company entered into a lease agreement with ARE-SD Region No. 27, LLC (the “Landlord”) for new office and laboratory space in San Diego, California (“New HQ Lease”). The New HQ Lease term ends at the same time the OAS Lease term ends (defined below). The Landlord shall make available to the Company for use within 12 months after the commencement date a tenant improvement allowance (“TI Allowance”), which the Company will repay to the Landlord as additional rent over the base term and shall accrue interest at a rate of 8% per annum. Upon commencement, the contractual base rent will be charged, subject to partial rent abatement, annual base rent adjustments, the Company’s share of operating expenses and additional rent for the TI Allowance actually disbursed by the Landlord. The Company gained access to the New HQ Lease space and began recognizing rent expense under this lease in April 2022.

In April 2021, the Company entered into a 62-month lease agreement for additional office and manufacturing space in San Diego, California (the “MR Lease”). The lease includes certain rent escalations and additional charges for common area maintenance and other costs. The Company gained access to the leased space in June 2021 and began recognizing rent expense under this lease at that time.

In January 2022, the Company entered into a Lease Agreement (the “OAS Lease”) with an affiliate of Alexandria Real Estate Equities, Inc. (“ARE”) to lease two buildings (“Building 3” and “Building 4”) to be constructed in connection with One Alexandria Square in La Jolla, California. The two buildings are comprised of office and manufacturing space and are intended to serve as the Company’s future headquarters. The term of the OAS Lease will commence when ARE’s work for Building 3 is substantially complete, which was estimated to be November 1, 2024 (the “Commencement Date”). The Company’s obligation to pay rent for Building 3 will begin approximately seven months following the Commencement Date. The Company’s obligation to pay rent for Building 4 will begin 12 months following the Commencement Date, subject to the substantial completion of ARE’s work on Building 4. The Company has an option to accelerate the construction and delivery of Building 4 to be the same date as the Commencement Date for Building 3 and will receive 12 months of base rent abatement on Building 4 if it exercises this option. The initial term of the OAS Lease is 144 months following the Commencement Date. The Company has the one-time option to extend the term of the OAS Lease by 60 months upon prior notice to ARE. The annual base rent under the OAS Lease is initially based on $64.80 per square foot per year, or approximately $7.3 million per year for Building 3 and $6.0 million per year for Building 4, subject to annual increases of 3% and certain other adjustments, and includes tenant improvement and warm shell allowances. Maximum tenant improvement and warm shell allowances total approximately $32.9 million. The Company is also obligated to pay for an estimated $23.7 million of certain tenant improvements plus 7% interest per year amortized in equal monthly payments over the term of the OAS Lease. At the time of entering into the OAS Lease, the Company paid ARE $1.1 million as prepayment for rent and, as a security deposit, provided ARE with a $1.1 million standby letter of credit.

Accounting for Operating Leases

On January 1, 2022, the Company adopted ASC 842 (see Note 2). As of January 1, 2022, the remaining weighted-average lease term was 2.9 years and the weighted-average incremental borrowing rate used to determine the operating lease liabilities was 3.6%. Cash payments included in the measurement of lease liabilities totaled $7.5 million. As of December 31, 2022, the remaining weighted-average lease term was 12.7 years and the weighted-average incremental borrowing rate used to determine the operating lease liabilities was 9.1%. Cash payments included in the measurement of lease liabilities totaled $86.7 million.

During the year ended December 31, 2022, the Company incurred $9.3 million of lease costs, of which $0.1 million is related to the Company’s short-term leases, $2.7 million is related to variable lease payments, which are primarily comprised of common area maintenance, and $6.5 million is related to straight-line operating lease expense. The Company recorded straight-line operating lease expense of $2.2 million for the year ended December 31, 2021.

Future minimum payments under the Company’s non-cancelable operating leases that have commenced as of December 31, 2022 are as follows (in thousands):



2023		6,552
2024		7,765
2025		5,560
2026		5,565
2027		5,447
Thereafter		55,803
Future non-cancelable minimum lease payments		86,692
Less: discount		(37,913	)
Total lease liabilities		48,779
Less: current portion		6,323
Lease liabilities, noncurrent	$	42,456

The total undiscounted future minimum lease payments associated with the OAS Lease are approximately $179.0 million and are not included in the table above. The Company did not recognize lease liabilities or corresponding ROU lease assets for the OAS Lease as its lease term had not yet commenced as of December 31, 2022.

Future minimum payments under all of the Company’s non-cancelable operating leases, including those that have not yet commenced, are as follows:


2023		6,552
2024		7,765
2025		10,902
2026		19,346
2027		19,657
Thereafter		201,322
Total	$	265,544

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officers or directors are or were serving in such capacity. The Company is also party to indemnification agreements with its officers and directors. The Company considers the fair value of the indemnification rights and agreements as minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2022.

Other Contingencies

We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2022		2021
Prepaid expenses	$	3,003	$	3,715
Interest receivable		1,099		1,050
Current deposits and other current assets		620		761
Total prepaid expenses and other current assets	$	4,722	$	5,526

Long-term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

8. Long-term Debt

Silicon Valley Bank Loan

In November 2019, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) pursuant to which SVB agreed to lend to the Company up to $15.0 million in a series of term loans (the “2019 SVB Loan”). Contemporaneously, the Company borrowed $2.5 million in the first of three draw-downs available under the 2019 SVB Loan. In March 2020, the Company borrowed an additional $7.5 million as a second draw. The 2019 SVB Loan was to mature on September 1, 2023 and bore interest at an annual rate equal to the greater of (i) 0.65% above the prime rate or (ii) 5.90%. Payment on the 2019 SVB Loan was for interest only through September 30, 2021. In addition, a final payment equal to the original principal amount of each advance multiplied by 5.50% was to be due on the maturity date. In connection with the 2019 SVB Loan, SVB entered into the SVB Warrant agreement with the Company to purchase shares of Series B convertible preferred stock at an exercise price of $2.3228 per share (see section titled “SVB Warrant” below).

On September 30, 2021, the Company refinanced its 2019 SVB Loan. In connection with the refinancing, the Company entered into an Amended and Restated Loan and Security Agreement (the “2021 SVB Loan,” together with the 2022 SVB Loan Amendment (defined below), the “SVB Loan”) with SVB. The 2021 SVB Loan provided for term loans in an aggregate principal amount of up to $35.5 million to be delivered in three tranches. The tranches consisted of: (i) a term loan advance to the Company in an aggregate principal amount of $10.5 million on the loan closing date (the “First Tranche”); (ii) an additional term loan advance available to the Company through September 30, 2022 in an aggregate principal amount of $15.0 million (the “Second Tranche”); and (iii) subject to SVB’s approval, a right of the Company to request that SVB make an additional term loan advance in an aggregate principal amount of $10.0 million. The proceeds from the First Tranche were used to repay in full the existing indebtedness under the 2019 SVB Loan. The SVB Loan matures on September 1, 2026 and bears interest at an annual rate equal to the greater of (i) 0.75% plus the prime rate as reported in The Wall Street Journal and (ii) 4.00%. As of December 31, 2022, the SVB Loan bears interest at an annual rate of 8.25%. The SVB Loan has an initial interest-only period of 36 months. In addition, a final payment (the “Final Payment Fee”) equal to the original principal amount of each advance multiplied by 4.00% will be due on the maturity date. The Final Payment Fee is recorded in other noncurrent liabilities on the balance sheet. As of December 31, 2022, the SVB Loan is recorded as noncurrent.

The 2021 SVB Loan was accounted for as a debt modification, rather than an extinguishment, based on a comparison of the present value of the cash flows under the terms of the debt immediately before and after the amendment, which resulted in a change of such cash flows of less than 10%. Unamortized debt issuance costs as of the date of modification and incremental issuance costs incurred in connection with the 2021 SVB Loan will be amortized to interest expense using the effective interest method over the repayment term.

On September 30, 2022, the Company entered into an amendment to the 2021 SVB Loan (the “2022 SVB Loan Amendment”). The 2022 SVB Loan Amendment extended the period to draw down the additional tranches totaling $25.0 million from September 30, 2022 to March 31, 2024, provided that in order for the Company to access the Second Tranche availability the Company must achieve a six-month trailing revenue hurdle. The 2022 SVB Loan Amendment was accounted for as a debt modification, rather than an extinguishment, based on a comparison between the present value of the cash flows under the terms of the debt immediately before and after the amendment, which resulted in a change of such cash flows of less than 10%. Unamortized debt issuance costs as of the date of modification and incremental issuance costs incurred in connection with the 2022 SVB Loan Amendment will be amortized to interest expense using the effective interest method over the repayment term.

As of December 31, 2022 and December 31, 2021, the unamortized debt issuance costs related to the SVB Loan were $0.4 million and $0.6 million, respectively. Debt issuance costs include the initial fair value of the SVB Warrant. The debt issuance costs are amortized to interest expense over the term of the loan using the effective interest method.

The SVB Loan and unamortized discount balances as of December 31, 2022 and December 31, 2021 are shown below (in thousands):


	December 31,
	2022			2021
Long-term debt	$	10,500		$	10,500
Less: issuance costs		(435	)		(596	)
Total long-term debt, net of issuance costs	$	10,065		$	9,904

Future minimum payments of outstanding principal and interest under the 2021 SVB Loan are as follows (in thousands):


As of December 31, 2022
2023		804
2024		2,612
2025		5,780
2026		4,029
Total future minimum payments		13,225
Less: interest, Final Payment fee		(2,725	)
Long-term debt		10,500
Less: issuance costs		(435	)
Long-term debt, net of issuance costs	$	10,065

The Company is subject to customary affirmative and restrictive covenants under the SVB Loan. The Company’s obligations under the SVB Loan are secured by a first priority security interest in substantially all of the Company’s current and future assets, other than intellectual property. The Company has agreed not to encumber its intellectual property assets, except as permitted by the SVB Loan.

The SVB Loan provides for events of default customary for term loan facilities of this type, including but not limited to: non-payment; breaches or defaults in the performance of covenants or representations and warranties; bankruptcy and other insolvency events of the Company; and the occurrence of a material adverse change as defined in the SVB Loan. After the occurrence of an event of default, SVB may, among other remedies, accelerate payment of all obligations.

As of December 31, 2022 and December 31, 2021, the Company was in compliance with all covenants under the SVB Loan and 2019 SVB Loan, respectively, and there had been no events of default.

SVB Warrant

In November 2019, simultaneously with the first draw-down under its 2019 SVB Loan, SVB entered into a warrant agreement with the Company to purchase 32,289 shares of Series B convertible preferred stock of the Company at an exercise price of $2.3228 per share (as amended, the “SVB Warrant”). In March 2020, in connection with the Company’s second draw-down under the 2019 SVB Loan, the SVB Warrant was amended to increase the number of shares of Series B convertible preferred stock of the Company by 96,867, to a total of 129,156 shares. In connection with the completion of the Company’s IPO, in accordance with the original terms the warrant instrument, the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock. In June 2021, after the IPO, SVB net exercised the SVB Warrant into 117,088 shares of common stock of the Company, and the SVB Warrant is no longer outstanding as of December 31, 2022.

The fair value of the SVB Warrant liability was remeasured at each financial reporting period with any changes in fair value recognized as other income (expense) in the statements of operations. The fair value for the warrant liability for the SVB Warrant was based on the Black-Scholes option pricing valuation model using significant inputs not observable in the market and was thus classified within Level 3 of the fair value hierarchy. The change in fair value of the warrant for the year ended December 31, 2022 and 2021 was $0 and $2.2 million, respectively, and recorded as “Change in fair value of warrant liability” in the statements of operations. When, in connection with the IPO, the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock, the warrant liability was reclassified from current liabilities to equity as the warrant met the definition of an equity instrument. Additionally, at that time, the Company recorded the final valuation of the warrant liability for the SVB Warrant.

2021 Convertible Notes

In February 2021, the Company sold and issued approximately $130.5 million aggregate principal of 2021 Convertible Notes in a private placement transaction. Of this amount, $48.5 million was issued to certain investors affiliated with members of the Company’s board of directors. The 2021 Convertible Notes accrued 6% interest per annum. The Company elected as of the issuance date to account for the 2021 Convertible Notes at fair value. Management believes that the fair value option better reflected the underlying economics of the 2021 Convertible Notes, which contained multiple embedded derivatives. Under the fair value election, changes in fair value are reported as “Change in fair value of convertible promissory notes” in the statements of operations in each reporting period after the issuance through the conversion of the 2021 Convertible Notes. The Company measured the fair value of the 2021 Convertible Notes using the probability weighted “as-converted” plus Black-Scholes option pricing model based on inputs such as the probability of IPO vs. non-IPO scenarios, fair value of the common stock price, discount yield, risk-free rate, equity volatility, expected term, number of converted shares and price negotiation adjustment for the calibration. In connection with the IPO, the 2021 Convertible Notes converted into 7,531,777 shares of the Company’s common stock. Based on the terms of the agreement, the 2021 Convertible Notes converted at a 20% discount to the public offering price in the IPO. At the time of the conversion, the Company recorded a final fair value adjustment of the 2021 Convertible Notes using the Company’s common stock price at the IPO.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

For accounting purposes, 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: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy.

None of the Company’s assets or liabilities are recorded at fair value on a recurring basis other than cash and cash equivalents, short-term investments. No transfers between levels occurred during the periods presented. The fair value of short-term investments is based on market prices quoted on the last day of the fiscal period or other observable market inputs.

The following tables summarize the Company’s assets measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents
Cash	$	48,690	$	-	$	-	$	48,690
Money market funds		25,576		-		-		25,576
Total cash and cash equivalents		74,266		-		-		74,266
Short-term investments
U.S. Treasury securities		62,532		-		-		62,532
Corporate debt securities		-		101,467		-		101,467
Asset-backed securities		-		6,311		-		6,311
Total short-term investments		62,532		107,778		-		170,310
Total cash and cash equivalents and short-term investments	$	136,798	$	107,778	$	-	$	244,576


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents
Cash	$	26,037	$	-	$	-	$	26,037
Money market funds		175,012		-		-		175,012
Total cash and cash equivalents		201,049		-		-		201,049
Short-term investments
Corporate debt securities		-		117,027		-		117,027
Asset-backed securities		-		21,147		-		21,147
Total short-term investments		-		138,174		-		138,174
Total cash and cash equivalents and short-term investments	$	201,049	$	138,174	$	-	$	339,223

- 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

Net Loss Per Share - Schedule Of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Attributable to Parent	$ (90,879)	$ (98,771)

- Definition

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

+ References

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+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


		December 31,
	Useful Life	2022			2021
Equipment	5 years	$	8,656		$	4,433
Computers and software	3 years		2,705			2,136
Leasehold improvements	14 years or less		2,127			1,041
Furniture and fixtures	5 years or less		1,854			75
Construction in progress	N/A		-			574
Total property and equipment, gross			15,342			8,259
Less: accumulated depreciation			(4,558	)		(2,187	)
Total property and equipment, net		$	10,784		$	6,072

Stock Incentive Plan - Summary of Equity Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 13,669	$ 9,231
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	3,970	2,468
Selling, General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 9,699	$ 6,763

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


		December 31,
	Useful Life	2022			2021
Equipment	5 years	$	8,656		$	4,433
Computers and software	3 years		2,705			2,136
Leasehold improvements	14 years or less		2,127			1,041
Furniture and fixtures	5 years or less		1,854			75
Construction in progress	N/A		-			574
Total property and equipment, gross			15,342			8,259
Less: accumulated depreciation			(4,558	)		(2,187	)
Total property and equipment, net		$	10,784		$	6,072

Long-Term Debt - Schedule of Future Minimum Principal and Interest Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 804
2024	2,612
2025	5,780
2026	4,029
Total future minimum payments	13,225
Less: interest, Final Payment fee	(2,725)
Long-term debt	10,500
Less: issuance costs	(435)	$ (596)
Total long-term debt, net of issuance costs	$ 10,065	$ 9,904

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Initial Public Offering

On June 1, 2021, the Company closed its initial public offering (“IPO”) in which it sold 11,730,000 shares of common stock (which included 1,530,000 shares that were sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional shares) at a public offering price of $22.00 per share. The Company received net proceeds of approximately $237.2 million after deducting offering costs, underwriting discounts and commissions of $20.9 million.

Concurrent with the closing of the IPO:

•

38,826,388 outstanding shares of convertible preferred stock converted into an equivalent number of shares of common stock;

•

the outstanding principal and interest amount of convertible promissory notes (the “2021 Convertible Notes”) converted into 7,531,777 shares of common stock; and

•

a warrant to purchase 129,156 shares of convertible preferred stock (the “SVB Warrant”) was automatically adjusted to become a warrant to purchase an equivalent number of shares of common stock.

Liquidity and Capital Resources

The Company has incurred net losses since inception and, as of December 31, 2022 and December 31, 2021, had an accumulated deficit of $242.8 million and $151.9 million, respectively. The Company has a limited operating history and the revenue and income potential of the Company’s business are unproven. From incorporation in June 2016 through December 31, 2022, substantially all of the Company’s operations have been funded by the sales of equity securities and issuances of debt. As of December 31, 2022, the Company had cash, cash equivalents and short-term investments of $244.6 million. The Company believes that its cash, cash equivalents and short-term investments as of December 31, 2022 are sufficient to fund its operations for at least 12 months from the issuance date of the accompanying financial statements.

Basis of Presentation and Use of Estimates

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may significantly differ from these estimates and assumptions. For the year ended December 31, 2021, significant estimates and assumptions include the fair value of the 2021 Convertible Notes, the fair value of the liability for the SVB Warrant, the fair value of the Company’s preferred and common stock and stock-based compensation. After December 31, 2021, significant estimates and assumptions include the value of lease liabilities and right-of-use lease assets.

Cash and Cash Equivalents

Cash and cash equivalents include cash readily available in checking, savings, money market funds and sweep accounts. 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.

Restricted Cash

Restricted cash is held in a separate restricted bank account as the collateral for the security deposits on three executed lease agreements. The Company has classified restricted cash as noncurrent on its balance sheets.

The following table provides a summary of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	74,266	$	201,049
Restricted cash		1,711		687
Total	$	75,977	$	201,736

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured 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 institutions in which those deposits are held.

Short-term Investments

As of December 31, 2022 and December 31, 2021, short-term investments primarily consisted of U.S. Treasury securities, asset-backed securities and corporate debt securities. The Company classifies its investments in securities as available-for-sale because, for accounting purposes, they are not considered to be either held-to-maturity securities or trading securities. They are not considered to be held-to-maturity securities because the Company does not have the positive intent to hold those securities to maturity. They are not considered trading securities because they are not acquired with the intent of selling them within hours or days. The Company’s investments in securities are classified as current as they are available to use to fund current operations, and the Company has the ability and intent to do so. Short-term investments are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and recorded as interest income. Realized gains and losses are determined using the specific identification method and are included in other income (expense).

The Company evaluates its investments in securities that are in an unrealized loss position quarterly to determine if those securities are other-than-temporarily impaired. If the Company intends to sell or if it is more likely than not that the Company will be required to sell those securities prior to the recovery of their book value, then those securities would be considered other-than-temporarily-impaired, and the Company would record this impairment as a loss through other income (expense). During the years ended December 31, 2022 and 2021, the Company concluded that none of its investments in securities were other-than-temporarily-impaired and thus recorded no impairment losses for its investments in securities.

The following tables summarize the short-term investments held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	62,776	$	(244	)	$	62,532
Asset-backed securities		6,351		(40	)		6,311
Corporate debt securities		102,020		(553	)		101,467
Total	$	171,147	$	(837	)	$	170,310


	December 31, 2021
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
Asset-backed securities	$	21,172	$	(25	)	$	21,147
Corporate debt securities		117,140		(113	)		117,027
Total	$	138,312	$	(138	)	$	138,174

The following table summarizes contractual maturities of available-for-sale securities held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31,
	2022		2021
Due within one year	$	155,920	$	94,085
After one but within five years		14,390		44,089
Total	$	170,310	$	138,174

Property and Equipment, Net

Property and equipment, net, which consists of lab equipment, computers and software, furniture and fixtures, leasehold improvements and construction in process, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are amortized over the remaining life of the lease or the useful life of the asset, whichever is shorter. Construction in process is not depreciated until placed into service. Repairs and maintenance costs are charged to expense as incurred.

Inventory

Inventory includes raw materials, which are goods to be consumed directly or indirectly in production, work in process, which are goods in the course of production, and finished goods, which are goods awaiting sale. Inventory is recorded at the lower of cost or net realizable value. Costs are based on standard costs that are adjusted regularly to reflect current conditions so that at the balance-sheet date standard costs reasonably approximate costs under a first-in, first-out basis. Standard costs include acquisition and production costs. Raw materials include inventories that may be used in research and development activities, and such items are expensed as consumed or capitalized as property and equipment and depreciated.

Inventory in the prior year’s financial statements have been reclassified to conform to the current presentation on the balance sheets and statements of cash flows. No subtotals in the prior year financial statements were impacted as a result.

Impairment of Long-lived Assets

Long-lived assets consist primarily of property and equipment and right-of-use lease assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment losses for the year ended December 31, 2022 and December 31, 2021, respectively.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP and consist primarily of cash, cash equivalents, short-term investments, restricted cash, accounts payable, accrued liabilities, the 2021 Convertible Notes and the SVB Warrant. The carrying amounts of cash, cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a recurring basis.

As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments (“ASC 825”), the Company elected the fair value option to account for its 2021 Convertible Notes and SVB Warrant. Changes in the fair value of the 2021 Convertible Notes and the SVB Warrant were recorded in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the 2021 Convertible Notes were recognized as incurred and not deferred. In June 2021, in connection with the IPO completion, the 2021 Convertible Notes converted into the Company’s common stock and the SVB Warrant was automatically adjusted into a warrant to purchase an equivalent number of shares of common stock.

There are significant judgments and estimates inherent in the determination of the fair value of these liabilities. If the Company had made different assumptions including, among others, those related to the timing and probability of various corporate scenarios, discount rates, volatilities and exit valuations, the carrying values of the 2021 Convertible Notes and SVB Warrant, and net loss and net loss per share, could have been significantly different.

Leases

The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), effective January 1, 2022. ASC 842 requires the Company to recognize on the balance sheet lease liabilities and corresponding right-of-use (“ROU”) lease assets for its operating leases where the Company is the lessee. The initial impact of the adoption is discussed below in the section titled “Recent Accounting Pronouncements—Adopted.”

The Company determines if an arrangement is or contains a lease at contract inception. Lease liabilities represent the Company’s obligation to make payments under its operating leases. ROU lease assets represent the Company’s right to use assets under its operating leases. The Company determines the value of lease liabilities and ROU lease assets on a lease-by-lease basis. A lease liability is recognized at the commencement date of an operating lease based on the present value of the future lease payments over the expected lease term. A corresponding ROU lease asset is recognized at the commencement date of an operating lease based on the value of the lease liability, adjusted for any lease incentives received, any initial direct costs incurred and any lease payments made at or before the lease commencement date. The Company made a policy election to not recognize lease liabilities and ROU lease assets for operating leases with an expected lease term of twelve months or less.

The Company calculates the present value of lease payments using the discount rate implicit in the lease, unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate based on information available at the date of lease commencement. The incremental borrowing rate is the estimated rate of interest that the Company would pay to borrow, on a collateralized basis, an amount equal to the lease payments over the expected lease term.

After lease commencement, the Company measures its operating leases as follows: (i) the lease liability based on the present value of the remaining lease payments using the incremental borrowing rate determined at lease commencement; and (ii) the ROU lease asset based on the remeasured lease liability, adjusted for any unamortized lease incentives received, any unamortized initial direct costs and the cumulative difference between lease expense and amounts paid under the lease. Lease expense is recognized on a straight-line basis over the expected lease term. Any lease incentives received and any initial direct costs are amortized on a straight-line basis over the expected lease term. Variable lease payments such as those related to property taxes, insurance and common area maintenance are recognized as expense when incurred.

Revenue Recognition

The Company generates revenue from sales of products which consist of the G4 instrument, related consumable flow cell kits and services. Revenue from instrument sales is recognized generally upon customer acceptance. Revenue from consumables sales is recognized generally upon shipment to the customer. Revenue from services, which are primarily comprised of assurance-type services, is recognized over the applicable service period.

Revenue is recorded net of discounts and sales taxes. The Company invoices its customers for instruments generally upon acceptance, for consumables generally on delivery, and for services generally in advance of the service period. Invoice terms are generally net 30 days. Cash received from customers in advance of revenue recognition is recorded as a contract liability. The Company’s contracts with its customers generally do not include rights of return or a significant financing component.

The Company regularly enters into contracts that include a combination of products and services, which are distinct within the context of the contract and are accounted for as separate performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. Until the Company has sufficient volume of historical sales data for each performance obligation, the Company determines the standalone selling price using observable prices when available and with consideration of current market conditions which is primarily based on prices set by management, adjusted for applicable discounts. The Company then recognizes revenue for each performance obligation as that performance obligations is satisfied as discussed above.

For the year ended December 31, 2022 and 2021, the Company recognized $0.8 million and $0 of revenue related to sales of instruments and consumables products. Contract liabilities, which consists of deferred revenue, as of December 31, 2022 and December 31, 2021 were $0.1 million and $0, respectively, were recorded as other noncurrent liabilities. Deferred revenue represents the value of performance obligations that have been invoiced but for which revenue has not yet been earned.

For the year ended December 31, 2022, all of the Company’s revenue was generated within the United Sates. During the period, the Company generated all of its revenue from three customers.

Cost of Revenue

Cost of revenue consists primarily of the direct costs of the materials and labor to build our products, overhead such as facilities and indirect labor that support manufacturing, shipping and handling costs, and the labor and direct costs to install the G4. Cost of revenue also includes estimated costs to satisfy customary assurance-type warranty provisions.

Research and Development Expense

The Company’s research and development expense consists primarily of the following: salaries, payroll taxes, employee benefits and stock-based compensation for personnel engaged in research and development activities; fees paid to consultants; license fees paid to third parties for use of their intellectual property, laboratory supplies and development materials; allocated information technology and facilities costs; and depreciation. Research and development costs are charged to expense as incurred.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as selling, general and administrative expenses within the Company’s statements of operations and expensed as incurred since recoverability of such expenditures is uncertain.

Issuance Costs Related to Equity and Debt

The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of debt is recorded as a direct reduction of the carrying amount of the debt liability, limited to the notional value of the debt. The Company accounts for the Silicon Valley Bank loan (see Note 8) as a liability measured at amortized cost and amortizes the related debt discount to interest expense using the effective interest method over the expected term of the debt.

Stock-based Compensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all stock-based awards made to employees and non-employees based on estimated grant-date fair values. The Company uses the straight-line method to recognize compensation cost over the required service period of the award, which is generally the vesting period of the award. The Company recognizes actual forfeitures by reducing the stock-based compensation in the same period that the forfeitures occur. The Company estimates the fair value of stock-based option awards to employees and non-employees using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of common stock, expected term, expected volatility, risk-free interest rate and expected dividend yield, which are described in greater detail below.

Inputs to the Black-Scholes option pricing model are subjective and generally require the use of judgment. Changes in the assumptions can materially affect how much stock-based compensation is recognized. These inputs are as follows:

•

Fair value of common stock— For awards granted prior to the IPO, when there was no public market for the Company’s common stock, the grant date fair value of the Company’s common stock was determined by the Company’s board of directors based in part on valuations of the Company’s common stock prepared by a third-party valuation specialist. For awards granted after the IPO, the fair value of common stock is the closing price per share of the Company’s common stock on the grant date as reported on the Nasdaq Global Select Market.

•

Expected term—The expected term represents the average period that options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the weighted-average vesting period and the end of the contractual term). The Company uses the simplified method because the Company has concluded that its historical option exercise experience does not provide a reasonable basis to estimate expected term.

•

Expected volatility—The Company had no publicly available stock price information prior to its IPO and limited publicly available stock price information after its IPO; therefore, the Company used the historical volatility of the stock price of similar publicly traded companies. The historical volatility is calculated based on a period of time commensurate with the expected term.

•

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term.

•

Expected dividend yield—The Company has never paid dividends and does not intend to pay dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero.

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 the 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 as income or expense in the period that includes the enactment date.

The Company recognizes net 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 net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce any provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby: (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company will recognize interest and penalties related to unrecognized tax benefits within income tax expense.

Other Comprehensive Loss

Other comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive loss is unrealized loss on available-for-sale securities, which have been reflected in the statements of comprehensive loss and as a separate component in the statements of preferred stock and stockholders’ equity (deficit).

Net Loss per Share

In periods of net loss, basic net loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Outstanding stock options, convertible preferred stock and shares of common stock subject to repurchase by the Company are excluded from the calculation of diluted net loss per common share for the periods presented as their effect would be anti-dilutive. Thus, for all periods presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share.

Segment Information

Operating segments are components of a public entity that: (i) engage in business activities from which they may recognize revenues and incur expenses; (ii) have operating results that are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and (iii) have discrete financial information available. The Company views its operations and manages its business as one operating segment, and thus has one reportable segment. The Company’s long-lived assets are located in the United States.

Recent Accounting Pronouncements

Recent Accounting Pronouncements—Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”), codified as ASC 842. ASC 842 requires the Company to recognize on the balance sheet lease liabilities and corresponding ROU lease assets for its operating leases where the Company is the lessee. The Company adopted this standard effective January 1, 2022 using the modified retrospective method by applying the new standard to all leases existing as of January 1, 2022 and not restating any prior comparative periods. The Company elected the practical expedients to carry forward its historical lease classification, not reassess whether any expired or existing contracts are or contain leases and not reassess initial direct costs for existing leases. On January 1, 2022, the Company recorded operating lease liabilities of $7.1 million, ROU lease assets of $6.4 million, and derecognized deferred rent of $0.7 million. The additional disclosures required by the standard have been included in the section above titled “Leases” and in Note 9. Prior comparative periods have not been adjusted and continue to be reported under ASC 840.

Recent Accounting Pronouncements—Not Yet Adopted

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. ASU 2016-13 is effective for the Company’s annual periods beginning after December 15, 2022, with early adoption permitted. The Company does not anticipate adoption of this standard will have a material impact on its financial statements as the Company’s trade receivables balance is not material to the financial statements as a whole, and the Company’s investment portfolio is composed of diversified investment-grade securities that the Company believes present a lower credit loss risk. Further, the Company does not presently intend to sell, nor is more likely than not that the Company will be required to sell, securities in an unrealized loss position prior to the recovery of their book value.

Consolidated Statements of Preferred Stock and Stockholders' Equity/(Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Series Seed Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Preferred Stock [Member]	Accumulated Other Comprehensive Gain (Loss) [Member]	Accumulated Deficit [Member]
Temporary equity, Balance at Dec. 31, 2020		$ 4,486	$ 19,908	$ 44,790
Temporary equity, Balance (in shares) at Dec. 31, 2020		6,520,790	12,932,429	19,373,169
Balance at Dec. 31, 2020	$ (51,555)				$ 1	$ 1,552		$ 17	$ (53,125)
Balance (in shares) at Dec. 31, 2020					10,816,937
Vesting of common stock issued for early exercise of stock options	798					798
Vesting of common stock issued for early exercise of stock options (in shares)					1,279,865
Issuance of common stock in connection with exercise of stock options	1,160					1,160
Issuance of common stock in connection with exercise of stock options (in shares)					2,077,291
Stock-based compensation	9,231					9,231
Conversion of preferred stock into common stock, converted	69,184	$ (4,486)	$ (19,908)	$ (44,790)	$ 4	69,180
Conversion of preferred stock into common stock, converted (in shares)		(6,520,790)	(12,932,429)	(19,373,169)	38,826,388
Conversion of the convertible promissory notes into common stock	165,699				$ 1	165,698
Conversion of the convertible promissory notes into common stock (in shares)					7,531,777
Issuance of common stock upon initial public offering, net of issuance costs	237,199				$ 1	237,198
Issuance of common stock upon initial public offering, net of issuance costs (in shares)					11,730,000
Cashless exercise of common stock warrant	2,631					2,631
Cashless exercise of common stock warrant (in shares)					117,088
Unrealized gain (loss) on available- for-sale marketable securities	(155)							(155)
Issuance of common stock in connection with Employee Stock Purchase Program (in shares)					59,396
Issuance of common stock in connection with Employee Stock Purchase Program	752					752
Net loss	(98,771)								(98,771)
Balance at Dec. 31, 2021	336,173				$ 7	488,200		(138)	(151,896)
Balance (in shares) at Dec. 31, 2021					72,438,742
Exchange of common stock for Series A Common Stock Equivalent Convertible Preferred Stock, shares					(2,500,000)		2,500
Vesting of common stock issued for early exercise of stock options	705					705
Vesting of common stock issued for early exercise of stock options (in shares)					1,015,695
Issuance of common stock in connection with exercise of stock options	$ 172					172
Issuance of common stock in connection with exercise of stock options (in shares)	392,824				385,824
Stock-based compensation	$ 13,669					13,669
Unrealized gain (loss) on available- for-sale marketable securities	(699)							(699)
Issuance of common stock in connection with Employee Stock Purchase Program (in shares)					514,427
Issuance of common stock in connection with Employee Stock Purchase Program	1,180					1,180
Net loss	(90,879)								(90,879)
Balance at Dec. 31, 2022	$ 260,321				$ 7	$ 503,926		$ (837)	$ (242,775)
Balance (in shares) at Dec. 31, 2022					71,854,688		2,500

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of inventory

Inventory consisted of the following (in thousands):


	December 31,
	2022		2021
Raw materials	$	14,508	$	2,565
Work in process		3,276		446
Finished goods		437		-
Total inventory	$	18,221	$	3,011

Long-Term Debt - Schedule of Long-Term Debt and Unamortized Debt Discount Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Long-term debt	$ 10,500	$ 10,500
Less: issuance costs	(435)	(596)
Total long-term debt, net of issuance costs	$ 10,065	$ 9,904

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2022
Class Of Stock [Line Items]
Proceeds from initial public offering, net of issuance costs		$ 0	$ 237,199
Accumulated deficit		(242,775)	(151,896)
Net loss		(90,879)	$ (98,771)
Cash Cash Equivalents And Short Term Investments		$ 244,600
Period of operations sufficient to fund		12 months
Common Stock
Class Of Stock [Line Items]
Stock Issued During Period Shares New Issues			11,730,000
Conversion of convertible securities			7,531,777
Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion				1,000
IPO
Class Of Stock [Line Items]
Stock Issued During Period Shares New Issues	11,730,000
Shares Issued, Price Per Share	$ 22.00
IPO \| Convertible Debt \| 2021 Notes
Class Of Stock [Line Items]
Conversion of convertible securities	7,531,777
IPO \| Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion	38,826,388
IPO \| Convertible Preferred Stock \| Common Stock
Class Of Stock [Line Items]
Outstanding warrant to purchase convertible preferred stock	129,156
Singular Genomics Systems
Class Of Stock [Line Items]
Proceeds from initial public offering, net of issuance costs		$ 237,200
Payments for Underwriting Expense		$ 20,900
Singular Genomics Systems \| Over-Allotment Option
Class Of Stock [Line Items]
Stock Issued During Period Shares New Issues		1,530,000

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contractual Maturities of Available-for-Sale Debt Securities Held (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Due within one year	$ 155,920	$ 94,085
After one but within five years	14,390	44,089
Total	$ 170,310	$ 138,174

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 244,576	$ 339,223
Cash
Assets:
Total assets	48,690	26,037
Money Market Funds
Assets:
Total assets	25,576	175,012
Cash and cash equivalents
Assets:
Total assets	74,266	201,049
U.S. Treasury Securities
Assets:
Total assets	62,532
Corporate Debt Securities
Assets:
Total assets	101,467	117,027
Asset-Backed Securities
Assets:
Total assets	6,311	21,147
short-term investments
Assets:
Total assets	170,310	138,174
Level 1
Assets:
Total assets	136,798	201,049
Level 1 \| Cash
Assets:
Total assets	48,690	26,037
Level 1 \| Money Market Funds
Assets:
Total assets	25,576	175,012
Level 1 \| Cash and cash equivalents
Assets:
Total assets	74,266	201,049
Level 1 \| U.S. Treasury Securities
Assets:
Total assets	62,532
Level 1 \| short-term investments
Assets:
Total assets	62,532
Level 2
Assets:
Total assets	107,778	138,174
Level 2 \| Corporate Debt Securities
Assets:
Total assets	101,467	117,027
Level 2 \| Asset-Backed Securities
Assets:
Total assets	6,311	21,147
Level 2 \| short-term investments
Assets:
Total assets	$ 107,778	$ 138,174

Stock Incentive Plan

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plan

11. Stock Incentive Plans

2021 and 2016 Equity Incentive Plans

The Company’s Board of Directors and stockholders adopted and approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) in May 2021, which was amended in July 2022. The 2021 Plan replaced the Company’s 2016 Equity Incentive Plan adopted in September 2016 (the “2016 Plan”); however, awards outstanding under the 2016 Plan will continue to be governed by their existing terms. The number of shares of the Company’s common stock that were initially available for issuance under the 2021 Plan equaled the sum of 7,500,000 shares plus 585,720 shares that were then available for issuance under the 2016 Plan. The 2021 Plan provides for the following types of awards: incentive and nonqualified stock options, stock appreciation rights, restricted shares and restricted stock units. As of December 31, 2022, 6,832,428 shares of common stock remained available for future grants under the 2021 Plan.

The number of shares of common stock reserved for issuance under the 2021 Plan are increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031, by a number equal to the lesser of: (i) 5% of the shares of common stock outstanding on the last business day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors. In general, to the extent that any awards under the 2021 Plan are forfeited, terminated, expired or lapsed without the issuance of shares, or if the Company reacquires the shares subject to awards granted under the 2021 Plan, those shares will again become available for issuance under the 2021 Plan, as will shares applied to pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to an award.

Stock-based awards are governed by agreements between the Company and the recipients. Incentive stock options and nonqualified stock options may be granted under the 2021 Plan (and previously the 2016 Plan) at an exercise price of not less than 100% of the fair market value of the Company’s common stock on the date of grant. The grant date is the date the terms of the award are formally approved by the Company’s Board of Directors or its designee.

In August 2022, the Company completed an exchange of 984,291 options owned by eligible non-executive employees with exercise prices ranging from $10.99 to $26.23 for the same number of options with an exercise price of $3.60. The requisite service period and the contractual term of the new options were not changed from the exchanged options, and the exchanged options were cancelled. The exercise price of $3.60 was the volume-weighted average price of the Company’s common stock for the 20-day period immediately prior to the exchange. The exchange was treated as an option modification under GAAP, and the total incremental expense resulting from the exchange will be $1.2 million, of which $0.4 million was recognized in 2022, and the remaining will be recognized over a weighted-average period of approximately 2.6 years. The Company will continue to recognize the grant-date fair value of the exchanged options over the remaining service period.

The following table summarizes stock option activity under all equity plans for the year ended December 31, 2022:


		Number of Options			Weighted-Average Exercise Price (per Share)		Weighted-Average Remaining Contract Term (in Years)		Aggregate intrinsic value (in thousands)

Outstanding at December 31, 2021			5,322,314		$	6.75
Exercisable at December 31, 2021			3,296,183			3.03
	Granted		6,587,419			6.00
	Exercised		(392,824	)		0.47
	Canceled or forfeited		(1,879,887	)		12.63
Outstanding at December 31, 2022			9,637,022			5.35		8.5	$	3,223
Exercisable at December 31, 2022			4,066,881			4.17		7.7	$	3,220

Options outstanding as of December 31, 2022 consist of options vested and expected to vest. Aggregate intrinsic value in the table above is the total in-the-money value of the options above as of December 31, 2022, which is the aggregate of the difference between the Company’s last closing stock price per share of $2.01 as of December 31, 2022 and the exercise price of each option that has an exercise price of lower than $2.01.

The intrinsic value of options exercised during the years ended December 31, 2022 and 2021, calculated based on the stock price on the date of each exercise, was $1.3 million and $74.6 million, respectively.

The 2016 Plan allows for the early exercise of awards to plan participants subject to the right of repurchase by the Company at the lower of the original exercise price or fair market value for unvested awards. As of December 31, 2022 and December 31, 2021, the Company had a liability for the cash received from the early exercise of stock options in the amount of $0.5 million and $1.7 million, respectively. The Company reduces the liability as the underlying shares vest in accordance with the vesting terms of the awards or when the Company repurchases unvested awards.

At December 31, 2022 and December 31, 2021, there were 526,660 and 2,198,933, respectively, of early exercised stock options that remain subject to the Company’s repurchase right.

Employee Stock Purchase Plan

In May 2021, the Company’s Board of Directors approved the 2021 Employee Stock Purchase Plan (the “ESPP”). A total of 730,000 shares of common stock was initially reserved for issuance under the ESPP. The price at which common stock is purchased by employees under the ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower.

During the year ended December 31, 2022, 514,427 shares of common stock were issued under the ESPP.

Stock-based Compensation Summary

The classification of stock-based compensation expense is summarized as follows (in thousands):


	Year Ended December 31,
	2022		2021
Research and development	$	3,970	$	2,468
Selling, general and administrative		9,699		6,763
Total stock-based compensation expense	$	13,669	$	9,231

As of December 31, 2022, total unrecognized stock-based compensation expense was $27.3 million and is expected to be recognized over the weighted-average period of approximately 2.7 years.

The following table shows the weighted-average assumptions used to compute the fair value of the awards granted to employees and nonemployees using the Black-Scholes option pricing model during the periods below:


	Year Ended December 31,
Assumption	2022	2021
Expected volatility	57.56%	77.22%
Expected term (years)	5.2−6.1	5.5−6.1
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.98%	0.91%

Common stock reserved for future issuance under equity incentive plans consisted of the following as of December 31, 2022:


Stock options issued and outstanding under all Plans			9,637,022
Authorized for future grants under the 2021 Plan			6,832,428
Authorized for future grants under the ESPP			880,564
Total as of December 31, 2022			17,350,014

The table above does not include 526,660 of common stock for early exercised stock options that remain subject to the Company’s repurchase right.

Inventory

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

4. Inventory

Inventory consisted of the following (in thousands):


	December 31,
	2022		2021
Raw materials	$	14,508	$	2,565
Work in process		3,276		446
Finished goods		437		-
Total inventory	$	18,221	$	3,011

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

10. Series A Common Stock Equivalent Convertible Preferred Stock

In January 2022, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Deerfield Private Design Fund IV, L.P. (the “Deerfield Holder”), pursuant to which the Deerfield Holder exchanged an aggregate of 2,500,000 shares of the Company’s common stock held by the Deerfield Holder for 2,500 shares of a newly created class of non-voting preferred stock designated as Series A Common Stock Equivalent Convertible Preferred Stock. Additionally, in connection with the issuance of the Series A Common Stock Equivalent Convertible Preferred Stock, the Company filed a Certificate of Designation, Preferences and Rights of Series A Common Stock Equivalent Convertible Preferred Stock, par value $0.0001 per share, of the Company with the Secretary of State of the State of Delaware. Each outstanding share of Series A Common Stock Equivalent Convertible Preferred Stock is entitled to a de minimis liquidation preference of $0.0001 per share. The Series A Common Stock Equivalent Convertible Preferred Stock is convertible into 1,000 shares of common stock for each share of Series A Common Stock Equivalent Convertible Preferred Stock at the option of the holder. Additionally, the ability of a holder to convert non-voting Series A Common Stock Equivalent Convertible Preferred Stock into common stock is prohibited to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of common stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of common stock then outstanding.

The Company classifies Series A Common Stock Equivalent Convertible Preferred Stock as permanent equity on the balance sheet because it is not redeemable for cash or other assets of the Company and is not considered debt under ASC 480. There are no features of the Series A Common Stock Equivalent Convertible Preferred Stock that require bifurcation and separate accounting under ASC 815. Series A Common Stock Equivalent Convertible Preferred Stock is considered a participating security for purposes of calculating earnings per share under ASC 260 because it participates in dividends ratably on an as-converted basis with common stock.

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax benefit or provision	$ 0	$ 0
Tax credit carry forwards	9,433	6,005
Net change in valuation allowance	$ 24,600	$ 17,900
Cumulative change in ownership percentage	50.00%
Period for cumulative change in ownership		3 years
Income tax interest and penalties accrued	$ 0	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	148,600
Operating loss carryforward available to offset future taxable income	144,800
Tax credit carry forwards	$ 6,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards, expire period	2036
Tax credit carry forwards	$ 5,800
Tax credit carry forwards, expire period	2037
California
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	$ 126,700

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Number of operating segments \| Segment	1
Number of reportable segments \| Segment	1
Property, plant and equipment, estimated useful lives	three to five years
Impairment losses for long lived asset	$ 0	$ 0
Revenue Recognized	800	0
Deferred revenue	$ 100	0
Number of customers \| Segment	3
Total lease liabilities	$ 48,779		$ 7,100
Right-of-use lease assets	$ 45,896	$ 0	6,400
Derecognized deferred rent			$ 700

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Short-Term Investments Held (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Amortized Cost	$ 171,147	$ 138,312
Gross Unrealized Gains (Losses)	(837)	(138)
Estimated Fair Value	170,310	138,174
U.S. Treasury Securities
Amortized Cost	62,776
Gross Unrealized Gains (Losses)	(244)
Estimated Fair Value	62,532
Asset-Backed Securities
Amortized Cost	6,351	21,172
Gross Unrealized Gains (Losses)	(40)	(25)
Estimated Fair Value	6,311	21,147
Corporate Debt Securities
Amortized Cost	102,020	117,140
Gross Unrealized Gains (Losses)	(553)	(113)
Estimated Fair Value	$ 101,467	$ 117,027

Stock Incentive Plan (Tables) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity under all equity plans for the year ended December 31, 2022:


		Number of Options			Weighted-Average Exercise Price (per Share)		Weighted-Average Remaining Contract Term (in Years)		Aggregate intrinsic value (in thousands)

Outstanding at December 31, 2021			5,322,314		$	6.75
Exercisable at December 31, 2021			3,296,183			3.03
	Granted		6,587,419			6.00
	Exercised		(392,824	)		0.47
	Canceled or forfeited		(1,879,887	)		12.63
Outstanding at December 31, 2022			9,637,022			5.35		8.5	$	3,223
Exercisable at December 31, 2022			4,066,881			4.17		7.7	$	3,220

Summary of Equity Based Compensation Expense

The classification of stock-based compensation expense is summarized as follows (in thousands):


	Year Ended December 31,
	2022		2021
Research and development	$	3,970	$	2,468
Selling, general and administrative		9,699		6,763
Total stock-based compensation expense	$	13,669	$	9,231

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


	Year Ended December 31,
Assumption	2022	2021
Expected volatility	57.56%	77.22%
Expected term (years)	5.2−6.1	5.5−6.1
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.98%	0.91%

Schedule of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance under equity incentive plans consisted of the following as of December 31, 2022:


Stock options issued and outstanding under all Plans			9,637,022
Authorized for future grants under the 2021 Plan			6,832,428
Authorized for future grants under the ESPP			880,564
Total as of December 31, 2022			17,350,014

The table above does not include 526,660 of common stock for early exercised stock options that remain subject to the Company’s repurchase right.

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value

$ 1.3

$ 74.6

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details)	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common stock reserved for future issuance	17,350,014
Stock Options Issued and Outstanding [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	9,637,022
Authorized For Future Options Grants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	6,832,428
Authorized for issuance under the ESPP Plan [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	880,564

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2022		2021
Prepaid expenses	$	3,003	$	3,715
Interest receivable		1,099		1,050
Current deposits and other current assets		620		761
Total prepaid expenses and other current assets	$	4,722	$	5,526

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (90,879)	$ (98,771)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	13,669	9,231
Amortization of right-of-use lease assets	3,601	0
Amortization of premium on short -term investments	676	1,865
Depreciation	2,431	1,133
Accretion of debt issuance costs	165	279
Loss on disposal of property and equipment	60	94
Change in fair value of convertible promissory notes	0	35,199
Change in fair value of warrant liability	0	2,180
Changes in operating assets and liabilities:
Accounts receivable	(913)
Inventory	(13,487)	0
Prepaid expenses and other current assets	604	(6,851)
Other noncurrent assets	(892)	(1,048)
Accounts payable	(1,168)	1,854
Accrued expenses	79	2,686
Other current liabilities	81	(176)
Lease liabilities	(1,208)	0
Other noncurrent liabilities	87	624
Net cash used in operating activities	(87,094)	(51,701)
Investing activities
Purchases of short-term investments	(174,713)	(195,684)
Maturities of shot-term investments	119,647	33,688
Sales of short-term investments	21,522	35,999
Purchases of property and equipment	(6,022)	(4,864)
Net cash used in investing activities	(39,566)	(130,861)
Financing activities
Proceeds from issuance under employee stock purchase program	1,180	752
Proceeds from issuance of common stock, net of repurchases	171	3,615
Repurchases of common stock under equity incentive plans	(450)
Proceeds from initial public offering, net of issuance costs	0	237,199
Proceeds from issuance of convertible promisorry notes	0	130,500
Proceeds from issuance of debt	0	10,500
Repayments of debt principal and issuance costs in connection with refinancing	0	(10,400)
Net cash provided by financing activities	901	372,128
Net (decrease) increase in cash and cash equivalents and restricted cash	(125,759)	189,566
Cash and cash equivalents and restricted cash, beginning of year	201,736	12,170
Cash and cash equivalents and restricted cash, end of period	75,977	201,736
Supplemental disclosure for cash activities
Interest paid	561	569
Supplemental disclosure for non-cash activities
Initial lease liability recognized upon lease commencements during the period	43,231	0
Initial lease liability recognized upon adoption of ASC 842	7,074	0
Purchases of inventory included in accounts payable	226	0
Noncurrent deposit transferred to property and equipment	759	0
Vesting of common stock issued for early exercise of stock options	705	798
Reduction of lease liability for lease termination	334	0
Purchase of property plant and equipment included in accounts payable	318	67
Purchases of inventory included in accrued expenses	1,601	0
Inventory transferred to property and equipment	104	0
Conversion of convertible promissory notes to common stock	0	165,699
Conversion of preferred stock to common stock	0	69,184
Cashless warrant exercise	$ 0	$ 300

Inventory - Summery of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 14,508	$ 2,565
Work in process	3,276	446
Finished Goods	437	0
Total inventory	$ 18,221	$ 3,011

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares outstanding	71,854,688	72,438,742
Series A Convertible Preferred Stock [Member]
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	7,000	7,000
Common stock, shares issued	2,500	0
Common stock, shares outstanding	2,500	0

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Reconciliation of Cash and Cash Equivalents, and Restricted Cash Reported the Balance Sheet

The following table provides a summary of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	74,266	$	201,049
Restricted cash		1,711		687
Total	$	75,977	$	201,736

Schedule of Short-Term Investments Held

The following tables summarize the short-term investments held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	62,776	$	(244	)	$	62,532
Asset-backed securities		6,351		(40	)		6,311
Corporate debt securities		102,020		(553	)		101,467
Total	$	171,147	$	(837	)	$	170,310


	December 31, 2021
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
Asset-backed securities	$	21,172	$	(25	)	$	21,147
Corporate debt securities		117,140		(113	)		117,027
Total	$	138,312	$	(138	)	$	138,174

Schedule of Contractual Maturities of Available-for-Sale Debt Securities Held

The following table summarizes contractual maturities of available-for-sale securities held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31,
	2022		2021
Due within one year	$	155,920	$	94,085
After one but within five years		14,390		44,089
Total	$	170,310	$	138,174

Prepaid Expenses and Other Current Assets - Summary of Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 3,003	$ 3,715
Interest receivable	1,099	1,050
Current deposits	620	761
Total prepaids expenses and other current assets	$ 4,722	$ 5,526

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

Restricted Cash

The following table provides a summary of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	74,266	$	201,049
Restricted cash		1,711		687
Total	$	75,977	$	201,736

Concentration of Credit Risk

Short-term Investments

The following tables summarize the short-term investments held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	62,776	$	(244	)	$	62,532
Asset-backed securities		6,351		(40	)		6,311
Corporate debt securities		102,020		(553	)		101,467
Total	$	171,147	$	(837	)	$	170,310


	December 31, 2021
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
Asset-backed securities	$	21,172	$	(25	)	$	21,147
Corporate debt securities		117,140		(113	)		117,027
Total	$	138,312	$	(138	)	$	138,174

The following table summarizes contractual maturities of available-for-sale securities held at December 31, 2022 and December 31, 2021 (in thousands):


	December 31,
	2022		2021
Due within one year	$	155,920	$	94,085
After one but within five years		14,390		44,089
Total	$	170,310	$	138,174

Property and Equipment, Net

Inventory

Impairment of Long-lived Assets

Fair Value Measurements

Leases

Revenue Recognition

For the year ended December 31, 2022, all of the Company’s revenue was generated within the United Sates. During the period, the Company generated all of its revenue from three customers.

Cost of Revenue

Research and Development Expense

Patent Costs

Issuance Costs Related to Equity and Debt

Stock-based Compensation

•

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term.

•

Expected dividend yield—The Company has never paid dividends and does not intend to pay dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero.

Income Taxes

Other Comprehensive Loss

Net Loss per Share

Segment Information

Recent Accounting Pronouncements—Adopted

Recent Accounting Pronouncements—Not Yet Adopted

Convertible Preferred Stock - Schedule of components of Preferred Stock (Details)	12 Months Ended
	Dec. 31, 2021 shares
Series Seed
Temporary Equity [Line Items]
Temporary equity, shares converted	(6,520,790)

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	Singular Genomics Systems, Inc.
Entity Central Index Key	0001850906
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Trading Symbol	OMIC
Entity Shell Company	false
Entity Public Float			$ 214
Entity Common Stock, Shares Outstanding		71,941,091
ICFR Auditor Attestation Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity File Number	001-40443
Entity Tax Identification Number	81-2948451
Entity Address, Address Line One	3010 Science Park Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	333-7830
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are hereby incorporated by reference into certain information called for by Part III of this Annual Report on Form 10-K.
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	San Diego, California

Stock Incentive Plan - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding at December 31, 2021 \| shares	5,322,314
Number of Options, Exercisable at December 31, 2021 \| shares	3,296,183
Number of Options, Granted \| shares	6,587,419
Number of Options, Exercised \| shares	(392,824)
Number of Options, Cancelled / Forfeited \| shares	(1,879,887)
Number of Options, Outstanding at December 31, 2022 \| shares	9,637,022
Number of Options, Exercisable at December 31, 2022 \| shares	4,066,881
Weighted average exercise price (per share), Outstanding at December 31, 2021 \| $ / shares	$ 6.75
Weighted average exercise price (per share), Exercisable at December 31, 2021 \| $ / shares	3.03
Weighted average exercise price (per share), Granted \| $ / shares	6.00
Weighted average exercise price (per share), Exercised \| $ / shares	0.47
Weighted average exercise price (per share), Cancelled / Forfeited \| $ / shares	12.63
Weighted average exercise price (per share), Outstanding at December 31, 2022 \| $ / shares	5.35
Weighted average exercise price (per share), Exercisable at December 31, 2022 \| $ / shares	$ 4.17
Weighted average remaining contract term (in years), Outstanding	8 years 6 months
Weighted average remaining contract term (in years), Exercisable	7 years 8 months 12 days
Aggregate intrinsic value Outstanding at December 31,2022 \| $	$ 3,223
Aggregate intrinsic value Exercisable at December 31,2022 \| $	$ 3,220

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net loss	$ 90,879	$ 98,771
Other comprehensive loss:
Unrealized (loss) gain on available-for-sale securities	(699)	(155)
Comprehensive loss	$ (91,578)	$ (98,926)

- Definition

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

+ References

+ Details

Long-Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 30, 2019	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Feb. 28, 2021	Mar. 31, 2020
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity		$ 15,000	$ 15,000
Additional borrowing amount				$ 10,500	$ 10,500
Loan, maturity date				Sep. 01, 2026
Percentage of variable annual interest rate				0.0075%
Interest rate during the period			4.00%
Interest rate due on maturity date				4.00%
Less: issuance costs				$ 400	600
Debt instrument face amount				10,500
Change in fair value of convertible promissory notes				0	35,199
Fair Value Adjustment of Warrants				0	2,180
The SVB Warrant [Member]
Debt Instrument [Line Items]
Fair Value Adjustment of Warrants				0	$ 2,200
Silicon Valley Bank Warrant
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity		35,500	$ 35,500
Series B Preferred Stock \| Maximum [Member] \| The SVB Warrant [Member]
Debt Instrument [Line Items]
Warrant, number of shares								129,156
Series B Preferred Stock \| Minimum [Member] \| The SVB Warrant [Member]
Debt Instrument [Line Items]
Warrant, number of shares								96,867
Common Stock \| The SVB Warrant [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding				$ 0
Common Stock \| IPO \| The SVB Warrant [Member]
Debt Instrument [Line Items]
Warrant, number of shares				117,088
Loan and Security agreement
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity	$ 15,000	$ 10,000	10,000
Line of Credit Facility, Current Borrowing Capacity	$ 2,500
Loan and Security agreement \| Silicon Valley Bank Warrant
Debt Instrument [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.3228
Additional borrowing amount								$ 7,500
2021 Notes
Debt Instrument [Line Items]
Debt instrument face amount							$ 130,500
Debt instrument, interest per annum							6.00%
2021 Notes \| Investor [Member]
Debt Instrument [Line Items]
Debt instrument face amount							$ 48,500
2021 Notes \| IPO
Debt Instrument [Line Items]
Percentage of per share price paid by new investors					20.00%
Number Of Convertible Promissory Notes Converted To CommonStock					7,531,777
2019 SVB Loan
Debt Instrument [Line Items]
Loan, maturity date	Sep. 01, 2023
Percentage of variable annual interest rate				0.0065%
Interest rate during the period		5.90%
Interest rate due on maturity date				5.50%
2019 SVB Loan \| Series B convertible preferred stock
Debt Instrument [Line Items]
Warrant, number of shares	32,289
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.3228
First Tranche
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 10,500	$ 10,500
2021 Silicon Valley Bank Loan
Debt Instrument [Line Items]
Additional borrowing amount						$ 25,000
Loan, maturity date		Mar. 31, 2024
Debt instrument, interest per annum				8.25%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

The following tables summarize the Company’s assets measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents
Cash	$	48,690	$	-	$	-	$	48,690
Money market funds		25,576		-		-		25,576
Total cash and cash equivalents		74,266		-		-		74,266
Short-term investments
U.S. Treasury securities		62,532		-		-		62,532
Corporate debt securities		-		101,467		-		101,467
Asset-backed securities		-		6,311		-		6,311
Total short-term investments		62,532		107,778		-		170,310
Total cash and cash equivalents and short-term investments	$	136,798	$	107,778	$	-	$	244,576


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents
Cash	$	26,037	$	-	$	-	$	26,037
Money market funds		175,012		-		-		175,012
Total cash and cash equivalents		201,049		-		-		201,049
Short-term investments
Corporate debt securities		-		117,027		-		117,027
Asset-backed securities		-		21,147		-		21,147
Total short-term investments		-		138,174		-		138,174
Total cash and cash equivalents and short-term investments	$	201,049	$	138,174	$	-	$	339,223

Stock Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Aug. 31, 2022	Dec. 31, 2021	May 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	17,350,014
Liability for cash received from early exercise of stock	$ 0.5		$ 1.7
Number of early exercise stock option remain subject to repurchase	526,660		2,198,933
Exercise Price			$ 2.01
Unrecognized stock-based compensation expense	$ 27.3
Cost not yet recognized, period for recognition	2 years 8 months 12 days
Closing stock price	$ 2.01
Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	9,637,022
Common stock, shares issued	526,660
Exercise Price		$ 3.60
Cost not yet recognized, period for recognition	2 years 7 months 6 days
Stock Option [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 0.4
Stock Option [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 1.2
Non Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued		984,291
Non Employee Stock Option \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise Price		$ 10.99
Non Employee Stock Option \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise Price		$ 26.23
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	7,500,000
Stock incentive plan description	The number of shares of common stock reserved for issuance under the 2021 Plan are increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031, by a number equal to the lesser of: (i) 5% of the shares of common stock outstanding on the last business day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors.
2021 Plan \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Purchase Price of Common Stock Expressed As A Percentage	100.00%
2016 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	585,720
2021 ESPP Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance				730,000
Share-based payment award, number of shares available for grant	6,832,428
Common stock, shares issued	514,427
Purchase Price of Common Stock Expressed As A Percentage	85.00%

Stock Incentive Plans - Common stock reserved for future issuance (Details) - shares	Dec. 31, 2022	May 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	17,350,014
Balance at September 30, 2021	17,350,014
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	7,500,000
Balance at September 30, 2021	7,500,000
2021 ESPP Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance		730,000
Stock Options Issued and Outstanding [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	9,637,022
Balance at September 30, 2021	9,637,022
Authorized For Future Options Grants [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	6,832,428
Balance at September 30, 2021	6,832,428
Authorized for issuance under the ESPP Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	880,564
Balance at September 30, 2021	880,564

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforward	$ 40,101	$ 27,560
Credits	9,433	6,005
Lease Liability	11,673	39
Deferred Tax Assets, in Process Research and Development	7,408	0
Other	3,972	1,355
Total deferred tax assets	72,587	34,959
Valuation allowance	(59,435)	(34,844)
Net deferred tax assets	13,152	115
Deferred tax liabilities
Deferred tax liabilities right-of-use lease assets	(10,983)	0
Fixed assets	(2,169)	(115)
Total deferred tax liabilities	(13,152)	(115)
Total net deferred taxes	$ 0	$ 0

Stock Incentive Plan - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	57.56%	77.22%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.98%	0.91%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 2 months 12 days	5 years 6 months
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 1 month 6 days	6 years 1 month 6 days

Accrued Liabilities - Schedule of Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation and other employee benefits	$ 3,580	$ 3,516
Accrued research and development expenses	360	41
Accrued professional services	204	200
Accrued other expenses	439	521
Total accrued expenses	$ 4,583	$ 4,278

Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash equivalents, and Restricted Cash Reported within the Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 74,266	$ 201,049
Restricted cash	1,711	687
Total	$ 75,977	$ 201,736	$ 12,170

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued compensation and other employee benefits	$	3,580	$	3,516
Accrued research and development expenses		360		41
Accrued professional services		204		200
Accrued other expenses		439		521
Total accrued expenses	$	4,583	$	4,278

Income Taxes - Schedule of Reconciliation of the Statutory U.S. Federal Tax Rate to the Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income taxes at statutory rates	$ (19,085)	$ (20,742)
State income tax, net of federal benefit	(2,615)	(3,305)
Permanent items	49	1,373
Convertible debt revaluation	0	7,392
Research Credit	(3,434)	(3,072)
Change in valuation allowance	24,423	17,861
Other	662	493
Income tax benefit or provision	$ 0	$ 0

- Definition

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

+ References + Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases

Future minimum payments under the Company’s non-cancelable operating leases that have commenced as of December 31, 2022 are as follows (in thousands):



2023		6,552
2024		7,765
2025		5,560
2026		5,565
2027		5,447
Thereafter		55,803
Future non-cancelable minimum lease payments		86,692
Less: discount		(37,913	)
Total lease liabilities		48,779
Less: current portion		6,323
Lease liabilities, noncurrent	$	42,456

Future minimum payments under all of the Company’s non-cancelable operating leases, including those that have not yet commenced, are as follows:


2023		6,552
2024		7,765
2025		10,902
2026		19,346
2027		19,657
Thereafter		201,322
Total	$	265,544

Fair Value Measurements - Schedule of SVB Warrant Liability Measured at Fair Value and 2021 Convertible Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liability through conversion	$ 0	$ 2,180

Common Stock - Additional Information (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001

Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business And Basis of Presentation

1. Business

Description of Business

Singular Genomics Systems, Inc. (the “Company”) is a life science technology company that develops next-generation sequencing and multiomics technologies. The commercially available G4 Sequencing Platform is a powerful, highly versatile benchtop genomic sequencer designed to produce fast and accurate results. In development, the PX system leverages the Company’s proprietary sequencing technology, applying it as an in situ readout to look at RNA and proteins in single cells and tissue. With these products, the Company’s mission is to empower researchers and clinicians to advance science and medicine.

The Company was incorporated in the state of Delaware in June 2016 and has its principal operations in San Diego, California.

Initial Public Offering

Concurrent with the closing of the IPO:

•

38,826,388 outstanding shares of convertible preferred stock converted into an equivalent number of shares of common stock;

•

the outstanding principal and interest amount of convertible promissory notes (the “2021 Convertible Notes”) converted into 7,531,777 shares of common stock; and

•

a warrant to purchase 129,156 shares of convertible preferred stock (the “SVB Warrant”) was automatically adjusted to become a warrant to purchase an equivalent number of shares of common stock.

Liquidity and Capital Resources

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term debt and unamortized debt discount balances


	December 31,
	2022			2021
Long-term debt	$	10,500		$	10,500
Less: issuance costs		(435	)		(596	)
Total long-term debt, net of issuance costs	$	10,065		$	9,904

Summary of Future Minimum Principal Payments on Long-term Debt

Future minimum payments of outstanding principal and interest under the 2021 SVB Loan are as follows (in thousands):


As of December 31, 2022
2023		804
2024		2,612
2025		5,780
2026		4,029
Total future minimum payments		13,225
Less: interest, Final Payment fee		(2,725	)
Long-term debt		10,500
Less: issuance costs		(435	)
Long-term debt, net of issuance costs	$	10,065

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 6,552
2024	7,765
2025	5,560
2026	5,565
2027	5,447
Thereafter	55,803
Future non-cancelable minimum lease payments	86,692
Less: discount	(37,913)
Total lease liabilities	48,779	$ 7,100
Less: current portion	6,323
Lease liabilities, non current	$ 42,456		$ 0

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Income Statement [Abstract]

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect:


	December 31,
	2022		2021
Employee stock options issued and outstanding		9,637,022		5,322,314
Series A Common Stock Equivalent Convertible Preferred Stock		2,500,000		-
Common stock subject to the Company’s right of repurchase		526,660		2,198,933
Total		12,663,682		7,521,247

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

Due to its net losses for the years ended December 31, 2022 and December 31, 2021, and since it has a full valuation allowance against deferred tax assets, the Company did not record any provision or benefit for income taxes. There were no components of current or deferred federal, state or foreign tax provisions for the year ended December 31, 2022 or 2021.

The difference between income taxes computed using the U.S. federal income statutory tax rate and the provision for income taxes is as follows (in thousands):


	December 31,
	2022			2021
Income taxes at statutory rates	$	(19,085	)	$	(20,742	)
State income tax, net of federal benefit		(2,615	)		(3,305	)
Permanent items		49			1,373
Convertible debt revaluation		-			7,392
Research credit		(3,434	)		(3,072	)
Change in valuation allowance		24,423			17,861
Other		662			493
	$	-		$	-

Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforward	$	40,101		$	27,560
Credits		9,433			6,005
Lease liability		11,673			39
Section 174 capitalized research and development		7,408			-
Other		3,972			1,355
Total deferred tax assets		72,587			34,959
Valuation allowance		(59,435	)		(34,844	)
Net deferred tax assets		13,152			115
Deferred tax liabilities:
Right-of-use lease assets		(10,983	)		-
Fixed assets		(2,169	)		(115	)
Total deferred tax liabilities		(13,152	)		(115	)
Total net deferred taxes	$	-		$	-

At December 31, 2022 the Company had federal and California tax loss carryforwards of approximately $148.6 million and $126.7 million, respectively. The federal net operating loss generated prior to 2018 and state net operating loss carryforwards begin to expire in 2036, if unused. The federal net operating loss carryover includes $144.8 million of net operating losses generated from 2018 through the current period which, under current tax law, will carryover indefinitely.

At December 31, 2022, the Company had federal and state tax credit carry forwards of approximately $6.0 million and $5.8 million, respectively. The Company has not performed a formal research and development credit study with respect to these credits. The federal credits will begin to expire in 2037, if unused, and the state credits carry forward indefinitely.

Due to the Company’s history of losses and uncertainty regarding future earnings, a valuation allowance has been recorded against the Company’s deferred tax assets, as it is more likely than not that such assets will not be realized. The net change in the total valuation allowance for the years ended December 31, 2022 and December 31, 2021 was $24.6 million and $17.9 million, respectively.

Pursuant to Internal Revenue Code of 1986, as amended (“IRC”), specifically IRC §382 and IRC §383, the Company’s ability to use net operating loss and research and development tax credit carryforwards (“tax attribute carryforwards”) to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated. Any limitation may result in the expiration of a portion of the net operating loss or research credit carryforwards before utilization.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the Company’s balance sheets and has not recognized interest and/or penalties in the statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021.

The following table summarizes the changes to the Company’s unrecognized tax benefits for the periods presented (in thousands):


		December 31,
		2022			2021
Balance at beginning of year		$	866		$	493
	Increases related to prior year tax positions		(50	)		18
	Increases related to current year tax positions		421			355
Balance at end of year		$	1,237		$	866

If recognized, these amounts would not affect the Company’s effective tax rate, since they would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next twelve months.

The Company is subject to taxation in the United States and California. The U.S. federal and California returns are open to examination for all years since inception. The Company has not been, nor is it currently, under examination by any federal or state tax authority.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 74,266	$ 201,049
Short-term investments	170,310	138,174
Accounts receivable	913	0
Inventory	18,221	3,011
Prepaid expenses and other current assets	4,722	5,526
Total current assets	268,432	347,760
Right-of-use lease assets	45,896	0
Property and equipment, net	10,784	6,072
Restricted cash	1,711	687
Other noncurrent assets	1,152	1,129
Total assets	327,975	355,648
Current liabilities:
Accounts payable	3,099	2,348
Accrued expenses	4,583	4,278
Lease liabilities, current	6,323	0
Other current liabilities	113	118
Total current liabilities	14,118	6,744
Lease liabilities, non current	42,456	0
Long-term debt, net of issuance costs	10,065	9,904
Other noncurrent liabilities	1,015	2,827
Total liabilities	67,654	19,475
Commitments and contingencies (Note 9)
Stockholders' equity (deficit):
Common stock, $0.0001 par value; 400,000,000 shares authorized, 71,854,688 and 72,438,742 shares outstanding at December 31, 2022 and December 31, 2021, respectively	7	7
Additional paid-in capital	503,926	488,200
Accumulated other comprehensive loss	(837)	(138)
Accumulated deficit	(242,775)	(151,896)
Total stockholders' equity	260,321	336,173
Total liabilities and stockholders' equity	327,975	355,648
Series A Convertible Preferred Stock [Member]
Stockholders' equity (deficit):
Series A Common Stock Equivalent Convertible preferred stock, $0.0001 par value; 7,000 shares authorized, 2,500 and no shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	$ 0	$ 0

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Dilutied Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	12,663,682	7,521,247
Employee stock options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	9,637,022	5,322,314
Series A convertible preferred stock[Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	2,500,000	0
Common stock subject to the Company's right of repurchase
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	526,660	2,198,933

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of the Statutory U.S. Federal Tax Rate to the Effective Income Tax Rate


	December 31,
	2022			2021
Income taxes at statutory rates	$	(19,085	)	$	(20,742	)
State income tax, net of federal benefit		(2,615	)		(3,305	)
Permanent items		49			1,373
Convertible debt revaluation		-			7,392
Research credit		(3,434	)		(3,072	)
Change in valuation allowance		24,423			17,861
Other		662			493
	$	-		$	-

Schedule of Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforward	$	40,101		$	27,560
Credits		9,433			6,005
Lease liability		11,673			39
Section 174 capitalized research and development		7,408			-
Other		3,972			1,355
Total deferred tax assets		72,587			34,959
Valuation allowance		(59,435	)		(34,844	)
Net deferred tax assets		13,152			115
Deferred tax liabilities:
Right-of-use lease assets		(10,983	)		-
Fixed assets		(2,169	)		(115	)
Total deferred tax liabilities		(13,152	)		(115	)
Total net deferred taxes	$	-		$	-

Summary of Reconciliation of Unrecognized Tax Benefit Activity

The following table summarizes the changes to the Company’s unrecognized tax benefits for the periods presented (in thousands):


		December 31,
		2022			2021
Balance at beginning of year		$	866		$	493
	Increases related to prior year tax positions		(50	)		18
	Increases related to current year tax positions		421			355
Balance at end of year		$	1,237		$	866

Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits, Beginning Balance	$ 866	$ 493
Increases related to prior year tax positions	(50)	(18)
Increases related to current year tax positions	421	355
Unrecognized Tax Benefits, Ending Balance	$ 1,237	$ 866

Commitments and Contingencies - Additional Information (Details)	1 Months Ended	12 Months Ended
	Jan. 31, 2022 USD ($) ft²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)	Apr. 30, 2021	Dec. 31, 2019
Commitment And Contingencies [Line Items]
Lease Termination Cost		$ 35,000
Accrued Payment related to Milestone		400,000
Total undiscounted future minimum lease payments		$ 179,000,000.0
Net Rentable Area \| ft²	64.80
Initial lease term	144 months
Lessor, Operating Lease, Renewal Term	60 months
Annual increases percentage	3.00%
Maximum tenant improvement amount	$ 32,900,000
Tenant improvements amount	$ 23,700,000
Improvements interest rate	7.00%
Payments for Rent	$ 1,100,000
Security Deposit	1,100,000
Remaining weighted-average lease term		12 years 8 months 12 days		2 years 10 months 24 days
Weighted-average incremental borrowing rate		9.10%		3.60%
Cash payments		$ 86,700,000		$ 7,500,000
Lease costs		9,300,000
Short-term lease cost		100,000
Variable Lease, Cost		2,700,000
Operating lease cost		$ 6,500,000	$ 2,200,000
La Jolla California
Commitment And Contingencies [Line Items]
Tenant Improvement Allowance Interest Accrual Rate		0.08
San Diego California
Commitment And Contingencies [Line Items]
Lessee, Operating Lease, Term of Contract					62 months	5 years
Lessee, Operating Lease, Term of Contract					62 months	5 years
Three Buildings [Member]
Commitment And Contingencies [Line Items]
Operating Lease Rental Expense	7,300,000
Four Buildings [Member]
Commitment And Contingencies [Line Items]
Operating Lease Rental Expense	$ 6,000,000.0
License Agreement
Commitment And Contingencies [Line Items]
Development and commercialization milestones payments		$ 3,900,000
Aggregate amount paid to the terms of the agreement		$ 100,000	$ 100,000

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Income Statement [Abstract]

Net Loss Per Share

13. Net Loss per Share

The Company’s preferred stock were considered participating securities for purposes of calculating earnings per share because they had a right to participate in dividends with common stock. However, because the Company’s preferred stock do not have a contractual obligation to share in the losses of the Company on a basis that is objectively determinable, they were excluded from the calculation of basic net loss per share.

The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect:


	December 31,
	2022		2021
Employee stock options issued and outstanding		9,637,022		5,322,314
Series A Common Stock Equivalent Convertible Preferred Stock		2,500,000		-
Common stock subject to the Company’s right of repurchase		526,660		2,198,933
Total		12,663,682		7,521,247

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Useful life	three to five years
Property and equipment	$ 15,342	$ 8,259
Less: Accumulated depreciation	(4,558)	(2,187)
Total property and equipment, net	$ 10,784	6,072
Equipment [Member]
Property Plant And Equipment [Line Items]
Useful life	5 years
Property and equipment	$ 8,656	4,433
Computers and Software [Member]
Property Plant And Equipment [Line Items]
Useful life	3 years
Property and equipment	$ 2,705	2,136
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Useful life	14 years or less
Property and equipment	$ 2,127	1,041
Furniture and Fixtures [Member]
Property Plant And Equipment [Line Items]
Useful life	5 years or less
Property and equipment	$ 1,854	75
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment	$ 0	$ 574

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued expenses consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued compensation and other employee benefits	$	3,580	$	3,516
Accrued research and development expenses		360		41
Accrued professional services		204		200
Accrued other expenses		439		521
Total accrued expenses	$	4,583	$	4,278

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 765	$ 0
Cost of Revenue	789	0
Gross Profit, Total	(24)	0
Operating expenses:
Research and development	46,199	32,655
Selling, General and Administrative	47,264	28,624
Total operating expenses	93,463	61,279
Loss from operations	(93,487)	(61,279)
Other income (expense):
Interest income	3,371	733
Interest expense	(763)	(846)
Change in fair value of convertible promissory notes	0	(35,199)
Change in fair value of warrant liability	0	(2,180)
Other Nonoperating Income (Expense), Total	2,608	(37,492)
Net loss	$ 90,879	$ 98,771
Earnings Per Share, Diluted	$ (1.28)	$ (2.10)
Earnings Per Share, Basic	$ (1.28)	$ (2.10)
Weighted Average Number of Shares Outstanding, Diluted	71,148,076	47,023,048
Weighted Average Number of Shares Outstanding, Basic	71,148,076	47,023,048

Subsequent Events (Additional Information) (Details)	1 Months Ended
Subsequent Events (Additional Information) (Details)	Jan. 31, 2022 ft² shares
Subsequent Event [Line Items]
Net Rentable Area \| ft²	64.80
Deerfield Holder [Member]
Subsequent Event [Line Items]
Conversion of convertible securities \| shares	2,500,000

Commitments and Contingencies - Schedule of future minimum payments under non-cancelable operating leases yet not commenced (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 6,552
2024	7,765
2025	10,902
2026	19,346
2027	19,657
Thereafter	201,322
Total	$ 265,544

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2021	Mar. 31, 2020
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Change in fair value of warrant liability	$ 0	$ 2,180
Shares sold and issued, aggregate principal amount	10,500
2021 Convertible Notes
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Shares sold and issued, aggregate principal amount			$ 130,500
Debt instrument, interest per annum			6.00%
SVB Warrant
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Change in fair value of warrant liability	0	$ 2,200
SVB Warrant \| Series B Preferred Stock \| Minimum [Member]
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Warrant, number of shares				96,867
SVB Warrant \| Series B Preferred Stock \| Maximum [Member]
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Warrant, number of shares				129,156
SVB Warrant \| Common Stock
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Warrants and Rights Outstanding	$ 0
SVB Warrant \| Common Stock \| IPO
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Warrant, number of shares	117,088

Convertible Preferred Stock - Additional informations (Details)	1 Months Ended
	Jan. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Preferred Stock, Liquidation Preference Per Share \| $ / shares	$ 0.0001
Percentage of amended shares of common stock	4.90%
Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion	1,000
Deerfield Holder [Member]
Class of Stock [Line Items]
Conversion of convertible securities	2,500,000
Deerfield Holder [Member] \| Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion	2,500
Deerfield Holder [Member] \| Series A convertible preferred stock[Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001