0000950170-23-063724 | 10-Q | XBRL Viewer | Singular Genomics Systems INC

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Stock Incentive Plans - Restricted Stock Unit Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding at December 31, 2022	9,637,022
Number of Options, Granted	2,647,750
Vested	23,479
Canceled	(704,611)
Number of Options, Outstanding at September 30, 2023	11,556,682
Vested Weighted-Average Grant Date Fair Value per Share \| $ / shares	$ 0.56
Canceled Weighted-Average Grant Date Fair Value (per Unit) \| $ / shares	6.35
Weighted average exercise price (per share), Granted \| $ / shares	1.21
Weighted average exercise price (per share), Outstanding at September 30 02023 \| $ / shares	$ 4.35
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Granted	2,969,850
Vested	282,706
Canceled	(135,631)
Number of Options, Outstanding at September 30, 2023	2,551,513
Vested Weighted-Average Grant Date Fair Value per Share \| $ / shares	$ 1.78
Canceled Weighted-Average Grant Date Fair Value (per Unit) \| $ / shares	1.96
Weighted average exercise price (per share), Granted \| $ / shares	1.6
Weighted average exercise price (per share), Outstanding at September 30 02023 \| $ / shares	$ 1.56

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents:
Cash	$	2,528	$	-	$	-	$	2,528
Money market funds		30,773		-		-		30,773
Total cash and cash equivalents		33,301		-		-		33,301
Short-term investments:
U.S. Treasury securities		136,553		-		-		136,553
Corporate debt securities		-		20,345		-		20,345
Asset-backed securities		-		518		-		518
Total short-term investments		136,553		20,863		-		157,416
Total cash and cash equivalents and short-term investments	$	169,854	$	20,863	$	-	$	190,717


	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

Stock Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	May 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	20,571,103
Stock incentive plan description	The number of shares of common stock reserved for issuance under the 2021 Plan is increased automatically on the first 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 day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors.
Liability for cash received from early exercise of stock	$ 0.2	$ 0.5
Number of early exercise stock option remain subject to repurchase	150,069	526,660
Unrecognized stock-based compensation expense	$ 22.5
Cost not yet recognized, period for recognition	2 years 4 months 24 days
Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.38			$ 3.6
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]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price				$ 3.6
Common stock, shares issued				984,291
Non Employee Stock Option \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price				$ 10.99
Non Employee Stock Option \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, 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
Number of early exercise stock option remain subject to repurchase	150,069
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	5,689,209
Common stock, shares issued	825,411		174,019
Purchase Price of Common Stock Expressed As A Percentage	85.00%

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Accrued compensation and other employee benefits	$	4,015	$	3,580
Accrued research and development expenses		234		360
Accrued professional services		413		204
Accrued other expenses		401		439
Total accrued expenses	$	5,063	$	4,583

Fair Value Measurements - Additional Information (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items]
Shares sold and issued, aggregate principal amount	$ 10,500

Stock Incentive Plan - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	73.55%	57.56%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.05%	1.98%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 3 months 18 days	5 years 2 months 12 days
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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Property and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

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


		September 30,			December 31,
	Useful Life	2023			2022
Equipment	5 years	$	12,589		$	8,656
Computers and software	3 years		3,372			2,705
Leasehold improvements	14 years or less		2,244			2,127
Furniture and fixtures	5 years or less		660			1,854
Instruments at customer site	5 years		1,608			-
Total property and equipment, gross			20,473			15,342
Less: accumulated depreciation			(7,047	)		(4,558	)
Total property and equipment, net		$	13,426		$	10,784

Gross asset balances above reflect $1.9 million of long-lived asset impairment described in Note 2 to these unaudited financial statements.

Transfers of assets from inventory to property and equipment are transferred at standard cost and recognized at carrying value.

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (71,571)	$ (69,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	8,717	10,570
Amortization of right-of-use lease assets	3,036	2,601
Long-lived asset impairment	1,900	0
Lease incentives received	1,840	0
Depreciation	2,533	1,710
Amortization of premium on short-term investments	(46)	2,031
Accretion of debt issuance costs	110	126
Changes in operating assets and liabilities:
Accounts receivable	514	0
Inventory	(940)	(13,793)
Prepaid expenses and other current assets	312	(463)
Other noncurrent assets	1,040	(910)
Accounts payable	(1,314)	467
Accrued expenses	370	1,202
Other current liabilities	139	20
Lease liabilities	(1,422)	(960)
Other noncurrent liabilities	37	0
Net cash used in operating activities	(54,745)	(67,177)
Investing activities
Purchases of short-term investments	(129,099)	(139,211)
Maturities of shot-term investments	122,846	84,674
Sales of short-term investments	19,987	19,004
Purchases of property and equipment	(578)	(4,204)
Net cash provided (used) by investing activities	13,156	(39,737)
Financing activities
Proceeds from issuance of common stock under employee stock purchase plan	624	489
Proceeds from issuance of common stock under equity incentive plans	13	147
Repurchases of common stock under equity incentive plans	(13)	(485)
Net cash provided by financing activities	624	151
Net increase (decrease) in cash and cash equivalents and restricted cash	(40,965)	(106,763)
Cash and cash equivalents and restricted cash, beginning of year	75,977	201,736
Cash and cash equivalents and restricted cash, end of year	35,012	94,973
Supplemental disclosure for cash activities
Interest paid	777	374
Supplemental disclosure for non-cash activities
Lease liability recognized upon lease modifications during the period	19,475	0
Inventory transferred to property and equipment	6,498	104
Purchases of inventory included in accounts payable	647	0
Vesting of common stock issued for early exercise of stock options	300	604
Reduction of lease liability for lease termination	0	334
Purchase of property and equipment included in accounts payable	0	160
Purchases of inventory included in accrued expenses	110	0
Initial lease liability recognized upon lease commencements during the period	0	43,231
Initial lease liability recognized upon adoption of ASC 842	0	7,074
Noncurrent desposit transferred to property and equipment	$ 0	$ 759

Preferred Stock

9 Months Ended

Sep. 30, 2023

Temporary Equity Disclosure [Abstract]

Preferred Stock

10. Preferred Stock

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 Derivatives and Hedging. 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.

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Deferred revenue current	$ 100		$ 100
Deferred revenue	200		200		$ 100
Selling, General and Administrative Expense	13,254	$ 11,962	$ 41,345	$ 35,518
Number Of Customers \| Segment			3
Operating Lease Future Minimum Payments, Total lease liabilities	66,830		$ 66,830
ROU lease asset	58,474		58,474		$ 45,896
Long-lived asset impairment	$ 0	$ 0	$ 1,900	$ 0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense	Selling, General and Administrative Expense	Selling, General and Administrative Expense	Selling, General and Administrative Expense
Consumables And Service [Member]
Revenue Recognized			$ 200
Instruments [Member]
Revenue Recognized			$ 1,600
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Revenue from major customers percentage			50.00%

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

4. Inventory

Inventory consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Raw materials	$	10,641	$	14,508
Work in process		2,562		3,276
Finished goods		217		437
Total inventory	$	13,420	$	18,221

Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit [Member]
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	344			344
Vesting of common stock issued for early exercise of stock options (in shares)		505,322
Issuance of common stock in connection with exercise of stock options	34			34
Issuance of common stock in connection with exercise of stock options (in shares)		65,399
Stock-based compensation	3,566			3,566
Unrealized gain (loss) on available- for-sale marketable securities	(629)				(629)
Net loss	(22,006)					(22,006)
Balance at Mar. 31, 2022	317,482	$ 7	$ 2,500	492,144	(767)	(173,902)
Balance (in shares) at Mar. 31, 2022		70,509,463
Balance at Dec. 31, 2021	336,173	$ 7		488,200	(138)	(151,896)
Balance (in shares) at Dec. 31, 2021		72,438,742
Net loss	(69,778)
Balance at Sep. 30, 2022	276,925	$ 7	2,500	500,010	(1,418)	(221,674)
Balance (in shares) at Sep. 30, 2022		71,306,526
Balance at Mar. 31, 2022	317,482	$ 7	2,500	492,144	(767)	(173,902)
Balance (in shares) at Mar. 31, 2022		70,509,463
Vesting of common stock issued for early exercise of stock options	151			151
Vesting of common stock issued for early exercise of stock options (in shares)		219,743
Issuance of common stock in connection with exercise of stock options	62			62
Issuance of common stock in connection with exercise of stock options (in shares)		162,644
Issuance of common stock in connection with Employee Stock Purchase Program	489			489
Issuance of common stock in connection with Employee Stock Purchase Program (in shares)		174,019
Stock-based compensation	3,605			3,605
Unrealized gain (loss) on available- for-sale marketable securities	(246)				(246)
Net loss	(23,982)					(23,982)
Balance at Jun. 30, 2022	297,561	$ 7	2,500	496,451	(1,013)	(197,884)
Balance (in shares) at Jun. 30, 2022		71,065,869
Vesting of common stock issued for early exercise of stock options	109			109
Vesting of common stock issued for early exercise of stock options (in shares)		156,397
Issuance of common stock in connection with exercise of stock options	51			51
Issuance of common stock in connection with exercise of stock options (in shares)		84,260
Stock-based compensation	3,399			3,399
Unrealized gain (loss) on available- for-sale marketable securities	(405)				(405)
Net loss	(23,790)					(23,790)
Balance at Sep. 30, 2022	276,925	$ 7	$ 2,500	500,010	(1,418)	(221,674)
Balance (in shares) at Sep. 30, 2022		71,306,526
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
Vesting of common stock issued for early exercise of stock options	97			97
Vesting of common stock issued for early exercise of stock options (in shares)		121,799
Issuance of common stock in connection with exercise of stock options	13			13
Issuance of common stock in connection with exercise of stock options (in shares)		19,479
Stock-based compensation	3,081			3,081
Unrealized gain (loss) on available- for-sale marketable securities	(446)				(446)
Net loss						(23,633)
Balance at Mar. 31, 2023	240,325	$ 7		507,117	(391)	(266,408)
Balance (in shares) at Mar. 31, 2023		71,995,966	2,500
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
Issuance of common stock in connection with exercise of stock options (in shares)	23,479
Net loss	$ (71,571)
Balance at Sep. 30, 2023	199,027	$ 7		513,580	(214)	(314,346)
Balance (in shares) at Sep. 30, 2023		73,343,510	2,500
Balance at Mar. 31, 2023	240,325	$ 7		507,117	(391)	(266,408)
Balance (in shares) at Mar. 31, 2023		71,995,966	2,500
Vesting of common stock issued for early exercise of stock options	112			112
Vesting of common stock issued for early exercise of stock options (in shares)		118,889
Issuance of common stock in connection with exercise of stock options (in shares)		3,302
Issuance of common stock in connection with Employee Stock Purchase Program	624			624
Issuance of common stock in connection with Employee Stock Purchase Program (in shares)		825,411
Issuance of common stock in connection with vesting of restricted stock units		140,913
Stock-based compensation	2,842			2,842
Unrealized gain (loss) on available- for-sale marketable securities	(63)				(63)
Net loss	(25,578)					(25,578)
Balance at Jun. 30, 2023	218,388	$ 7		510,695	(328)	(291,986)
Balance (in shares) at Jun. 30, 2023		73,084,481	2,500
Vesting of common stock issued for early exercise of stock options	91			91
Vesting of common stock issued for early exercise of stock options (in shares)		117,236
Issuance of common stock in connection with vesting of restricted stock units		141,793
Stock-based compensation	2,794			2,794
Unrealized gain (loss) on available- for-sale marketable securities	(114)				(114)
Net loss	(22,360)					(22,360)
Balance at Sep. 30, 2023	$ 199,027	$ 7		$ 513,580	$ (214)	$ (314,346)
Balance (in shares) at Sep. 30, 2023		73,343,510	2,500

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

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):


	September 30,		December 31,
	2023		2022
Prepaid expenses	$	2,991	$	3,003
Interest receivable		2,932		1,099
Current deposits and other current assets		336		620
Total prepaid expenses and other current assets	$	6,259	$	4,722

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended	9 Months Ended
	Jan. 31, 2022	Jun. 30, 2020	Nov. 30, 2019	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Commitment And Contingencies [Line Items]
Reduction of lease liability for lease termination					$ 0	$ 334
Prepayment for rent	$ 1,100
Accrued Payment related to Milestone					400
Lease costs				$ 6,400	8,800	6,400
Variable Lease, Cost					2,600	1,800
Short-term lease cost						100
Operating lease cost					6,100	$ 4,500
Liabilities subject to compromise, capital lease obligations and accrued interest					19,500
Building 2
Commitment And Contingencies [Line Items]
Reduction of lease liability for lease termination	1,800
Lease Incentive, Payable, Current	1,000
Security Deposit	$ 1,100
License Agreement [Member]
Commitment And Contingencies [Line Items]
Restricted Cash					400
Development And Commercialization Milestones Payments					3,900
Aggregate Amount Paid To The Terms Of The Agreement					100
3033 Lease Agreement
Commitment And Contingencies [Line Items]
Payments for (Proceeds from) Tenant Allowance			$ 1,000
Line of Credit Facility, Increase (Decrease), Net, Total			$ 200
Restricted Cash					$ 200
3010 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Line of Credit Facility, Increase (Decrease), Net, Total		$ 400

Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

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 addition, the Company commenced development of the PX system, which 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. 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.

Liquidity and Capital Resources

The Company has incurred net losses since inception and, as of September 30, 2023 and December 31, 2022, had an accumulated deficit of $314.3 million and $242.8 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 September 30, 2023, substantially all of the Company’s operations have been funded by the sales of equity securities and issuances of debt. As of September 30, 2023, the Company had cash, cash equivalents and short-term investments of $190.7 million. The Company believes that its cash, cash equivalents and short-term investments as of September 30, 2023 are sufficient to fund its operations for at least 12 months from the issuance date of the accompanying unaudited financial statements.

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets:
Total assets	$ 190,717	$ 244,576
Cash
Assets:
Total assets	2,528	48,690
Money market funds
Assets:
Total assets	30,773	25,576
Cash and Cash Equivalents
Assets:
Total assets	33,301	74,266
U.S. treasury securities
Assets:
Total assets	136,553	62,532
Asset-Backed Securities
Assets:
Total assets	518	6,311
Corporate Debt Securities
Assets:
Total assets	20,345	101,467
Total short-term investments
Assets:
Total assets	157,416	170,310
Level 1
Assets:
Total assets	169,854	136,798
Level 1 \| Cash
Assets:
Total assets	2,528	48,690
Level 1 \| Money market funds
Assets:
Total assets	30,773	25,576
Level 1 \| Cash and Cash Equivalents
Assets:
Total assets	33,301	74,266
Level 1 \| U.S. treasury securities
Assets:
Total assets	136,553	62,532
Level 1 \| Total short-term investments
Assets:
Total assets	136,553	62,532
Level 2
Assets:
Total assets	20,863	107,778
Level 2 \| Asset-Backed Securities
Assets:
Total assets	518	6,311
Level 2 \| Corporate Debt Securities
Assets:
Total assets	20,345	101,467
Level 2 \| Total short-term investments
Assets:
Total assets	$ 20,863	$ 107,778

Property and Equipment, Net (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Impairment, Long-Lived Asset, Held-for-Use, Total	$ 0	$ 0	$ 1,900	$ 0

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 which require that the Company use its commercially reasonable efforts to research, discover, develop and market certain products by certain specified 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 certain covered products and low single-digit royalty rates on net sales of certain 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 September 30, 2023, the Company accrued $0.4 million related to these milestones. During the nine months ended September 30, 2023, the Company paid $0.1 million to Columbia pursuant to the terms of the License Agreement.

Operating Leases

Overview of Operating Leases

In November 2019, the Company entered into a lease agreement for office and laboratory space in San Diego, California (the “3033 Lease”). The Company gained access to the leased space and began recognizing rent expense under the 3033 Lease in May 2020. The Company has since amended the 3033 Lease, most recently in September 2023, which extended the term of the lease and provided a tenant improvement allowance of approximately $1.0 million. The term of the 3033 Lease will end in October 2036. The Company provided a standby letter of credit in the amount of $0.2 million as a security deposit during the term of the lease. As of September 30, 2023, $0.2 million was pledged as collateral for the letter of credit and recorded as restricted cash.

In June 2020, the Company entered into a lease agreement for office and laboratory space in San Diego, California (the “3010 Lease”). The Company gained access to the leased space and began recognizing rent expense under the 3010 Lease in April 2022. The Company has since amended the 3010 Lease, most recently in September 2023, which extended the term of the lease. The term of the 3010 Lease will end in October 2036. The Company provided a standby letter of credit in the amount of $0.4 million as a security deposit during the term of the lease. As of September 30, 2023, $0.4 million was pledged as collateral for the letter of credit and recorded as restricted cash.

In April 2021, the Company entered into a lease agreement for office and manufacturing space in San Diego, California (the “MR Lease”). The Company gained access to the leased space and began recognizing rent expense under the MR Lease in June 2021. The term of the MR Lease will end in July 2026.

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 to be constructed in connection with One Alexandria Square in La Jolla, California. In July 2023, the Company entered into an agreement to terminate the OAS Lease. Pursuant to this agreement, the OAS Lease terminated, effective September 13, 2023. In connection with the lease termination, ARE agreed to pay the Company lease termination payments of (a) approximately $1.8 million, which the Company received in September 2023, and (b) an additional amount of approximately $1.0 million to be paid by January 26, 2024. In addition, ARE refunded the Company approximately $1.1 million in prepaid base rent under the terms of the OAS Lease in September 2023 and agreed to return to the Company a letter of credit in the amount of approximately $1.1 million issued to ARE pursuant to the terms of the OAS Lease by November 12, 2023.

Accounting for Operating Leases

During the nine months ended September 30, 2023, the Company incurred $8.8 million of lease costs, of which $2.6 million was related to variable lease payments, which were primarily comprised of common area maintenance, and $6.1 million related to straight-line operating lease cost. During the three and nine months ended September 30, 2022, the Company incurred $6.4 million of lease costs, of which $0.1 million was related to the Company’s short-term leases, and $1.8 million was related to variable lease payments, which were primarily comprised of common area maintenance, and $4.5 million related to straight-line operating lease cost.

During the three months ended September 30, 2023, in connection with the amendments of the 3010 Lease and 3033 Lease described above, the Company recorded additional lease liabilities of $19.5 million.

As of September 30, 2023, future minimum payments under the Company’s non-cancelable operating leases are as follows (in thousands):



2023 (3 months remaining)	$	1,993
2024		8,094
2025		5,716
2026		8,607
2027		8,580
2028		8,837
Thereafter		79,058
Future non-cancelable minimum lease payments		120,885
Less: present value discount		(54,055	)
Total lease liabilities		66,830
Less: current portion		7,706
Lease liabilities, noncurrent	$	59,124

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 September 30, 2023 or 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.

Stock Incentive Plans - Common stock reserved for future issuance (Details) - shares	Sep. 30, 2023	May 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	20,571,103
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	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]
Stock options issued and outstanding	14,108,195
Authorized For Future Options Grants [Member] \| 2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Authorized for future grants under the 2021 Plan	5,689,209
Authorized for issuance under the ESPP Plan [Member] \| 2021 ESPP Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Authorized for issuance under the ESPP	773,699

Long-Term Debt - Schedule of Future Minimum Principal and Interest Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (3 months remaining)	$ 165
2024	2,290
2025	5,886
2026	4,511
Total future minimum payments	12,852
Less: interest, Final Payment Fee	(2,352)
Long-term debt	10,500
Less: issuance costs	(325)	$ (400)
Total long-term debt, net of issuance costs	$ 10,175	$ 10,065

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases

As of September 30, 2023, future minimum payments under the Company’s non-cancelable operating leases are as follows (in thousands):



2023 (3 months remaining)	$	1,993
2024		8,094
2025		5,716
2026		8,607
2027		8,580
2028		8,837
Thereafter		79,058
Future non-cancelable minimum lease payments		120,885
Less: present value discount		(54,055	)
Total lease liabilities		66,830
Less: current portion		7,706
Lease liabilities, noncurrent	$	59,124

Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net loss	$ (22,360)	$ (23,790)	$ (71,571)	$ (69,778)
Other comprehensive loss:
Unrealized gain (loss) on available-for-sale securities	114	(405)	623	(1,280)
Comprehensive loss	$ (22,246)	$ (24,195)	$ (70,948)	$ (71,058)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.9-04(22))
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Preferred Stock - Additional informations (Details)	1 Months Ended
Preferred Stock - Additional informations (Details)	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
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
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-Subparagraph (SX 210.6-03(i)(2)(i))
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-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 33,301	$ 74,266
Short-term investments	157,416	170,310
Accounts receivable	399	913
Inventory	13,420	18,221
Prepaid expenses and other current assets	6,259	4,722
Total current assets	210,795	268,432
Right-of-use lease assets	58,474	45,896
Property and equipment, net	13,426	10,784
Restricted cash	1,711	1,711
Other noncurrent assets	112	1,152
Total assets	284,518	327,975
Current liabilities:
Accounts payable	2,432	3,099
Accrued expenses	5,063	4,583
Lease liabilities, current	7,706	6,323
Other current liabilities	252	113
Total current liabilities	15,453	14,118
Lease liabilities, non current	59,124	42,456
Long-term debt, net of issuance costs	10,175	10,065
Other noncurrent liabilities	739	1,015
Total liabilities	85,491	67,654
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 73,343,510 and 71,854,688 shares outstanding at September 30, 2023 and December 31, 2022, respectively	7	7
Additional paid-in capital	513,580	503,926
Accumulated other comprehensive loss	(214)	(837)
Accumulated deficit	(314,346)	(242,775)
Total stockholders' equity	199,027	260,321
Total liabilities and stockholders' equity	284,518	327,975
Series A Common Stock Equivalent Convertible Preferred Stock [Member]
Stockholders' equity:
Series A common stock equivalent convertible preferred stock, $0.0001 par value; 7,000 shares authorized, 2,500 shares issued and outstanding at September 30, 2023 and December 31, 2022	$ 0	$ 0

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Short-Term Investments Held (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Amortized Cost	$ 157,630	$ 171,147
Gross Unrealized Gains (Losses)	(214)	(837)
Estimated Fair Value	157,416	170,310
U.S. treasury securities
Amortized Cost	136,704	62,776
Gross Unrealized Gains (Losses)	(151)	(244)
Estimated Fair Value	136,553	62,532
Asset-Backed Securities
Amortized Cost	517	6,351
Gross Unrealized Gains (Losses)	1	(40)
Estimated Fair Value	518	6,311
Corporate Debt Securities
Amortized Cost	20,409	102,020
Gross Unrealized Gains (Losses)	(64)	(553)
Estimated Fair Value	$ 20,345	$ 101,467

Stock Incentive Plan - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding at December 31, 2022 \| shares	9,637,022
Number of Options, Exercisable at December 31, 2021 \| shares	4,066,881
Number of Options, Granted \| shares	2,647,750
Vested \| shares	(23,479)
Canceled \| shares	(704,611)
Number of Options, Outstanding at September 30, 2023 \| shares	11,556,682
Number of Options Exercisable at September 30, 2023 \| shares	5,596,954
Weighted average exercise price (per share), Outstanding at December 31, 2022 \| $ / shares	$ 5.35
Weighted average exercise price (per share), Exercisable at December 31, 2021 \| $ / shares	4.17
Weighted average exercise price (per share), Granted \| $ / shares	1.21
Weighted average exercise price (per share), Exercised \| $ / shares	0.56
Weighted average exercise price (per share), Cancelled / Forfeited \| $ / shares	6.35
Weighted average exercise price (per share), Outstanding at September 30 02023 \| $ / shares	4.35
Weighted average exercise price (per share), Exercisable at June 30, 2023 \| $ / shares	$ 4.53
Weighted average remaining contract term (in years), Outstanding	8 years 1 month 6 days
Weighted average remaining contract term (in years), Exercisable	7 years 4 months 24 days
Aggregate intrinsic value Outstanding at JSeptember 30, 2023 \| $	$ 39
Aggregate intrinsic value Exercisable at September 30, 2023 \| $	$ 39

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Dilutied Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	16,758,264	12,813,788
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	14,108,195	9,659,301
Series A Common Stock Equivalent Convertible Preferred Stock
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	2,500,000
Common stock subject to the Company's repurchase right
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share Amount	150,069	654,487

Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2023 (3 months remaining)	$ 1,993
2024	8,094
2025	5,716
2026	8,607
2027	8,580
2028	8,837
Thereafter	79,058
Future non-cancelable minimum lease payments	120,885
Less: present value discount	(54,055)
Total lease liabilities	66,830
Less: current portion	7,706
Lease liabilities, noncurrent	$ 59,124	$ 42,456

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for fair presentation, have been included. Interim financial results are not necessarily indicative of results anticipated for the full year.

The preparation of the Company’s unaudited 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 unaudited 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, 2022, significant estimates and assumptions include the value of lease liabilities and right-of-use lease assets. There were no changes to the Company's significant estimates and assumptions subsequent to December 31, 2022.

Summary of Significant Accounting Policies

During the nine months ended September 30, 2023, other than the policies described below, there were no changes to the Company’s significant accounting policies as described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Cash, Cash Equivalents and Restricted Cash

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


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	33,301	$	74,266
Restricted cash		1,711		1,711
Total	$	35,012	$	75,977

Short-term Investments

Short-term investments primarily consisted of treasury securities, corporate debt securities and asset-backed securities. The Company’s investments in securities are classified as current as they are available for use in current operations. The following tables summarize the short-term investments held by the Company at September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	136,704	$	(151	)	$	136,553
Corporate debt securities		20,409		(64	)		20,345
Asset-backed securities	$	517	$	1		$	518
Total	$	157,630	$	(214	)	$	157,416


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

The following table summarizes the estimated fair value of contractual maturities of available-for-sale securities held by the Company at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Due within one year	$	156,898	$	155,920
Due after one but within five years		518		14,390
Total	$	157,416	$	170,310

As of September 30, 2023, the Company considered the nature and number of available-for-sale debt securities in an unrealized loss position. The Company reviews its portfolio of available-for-sale debt securities at least quarterly to determine if any investment is impaired, whether due to changes in credit risk or other potential valuation concerns. Unrealized losses on available-for-sale debt securities at September 30, 2023 were primarily due to increases in market interest rates. The Company does not intend to sell the available-for-sale debt securities that are in an unrealized loss position, and it is not more-likely-than-not that the Company will be required to sell these debt securities before recovery of their amortized cost bases, which may be at maturity. Based on the credit quality of the available-for-sale debt securities in an unrealized loss position, and the Company’s estimates of future cash flows to be collected from those securities, the Company believes the unrealized losses are not credit losses. Accordingly, the Company did not record an allowance for credit losses related to its available-for-sale debt securities at September 30, 2023.

Revenue Recognition

The Company generates revenue from sales of products, which consist of its 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 or extended warranty–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.

During the nine months ended September 30, 2023, the Company recognized $1.6 million of revenue for instruments and $0.2 million of revenue for consumables and services. Contract liabilities, which consists of deferred revenue, as of September 30, 2023 and December 31, 2022 were $0.2 million and $0.1 million, respectively. As of September 30, 2023, $0.1 million of this balance was classified as current. Deferred revenue represents the value of performance obligations that have been invoiced but for which revenue has not yet been earned.

For the nine months ended September 30, 2023, all of the Company’s revenue was generated within the United States. During this period, the Company’s top three customers comprised approximately 50% of its revenue.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. The Company invests its cash equivalents in highly rated money market funds. The Company’s marketable securities consist of short-term investments in a variety of interest-bearing instruments, which have included U.S. government and agency securities, high-grade U.S. corporate bonds and asset-backed securities. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits with financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company is monitoring ongoing events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, including Silicon Valley Bank (“SVB”). On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver, and all of SVB’s deposits and substantially all of SVB’s assets were transferred into a new entity, Silicon Valley Bridge Bank, N.A. (“SVBB”). On March 12, 2023, the Department of the Treasury, the Federal Reserve and the FDIC jointly released a statement that depositors at SVB would have access to their funds, even those in excess of the standard FDIC insurance limits, under a systemic risk exception. Such parties also announced, among other items, that SVBB had assumed the obligations and commitments of former SVB and that commitments to advance under existing credit agreements with former SVB will be honored by SVBB pursuant to the terms of such credit agreements. On March 27, 2023, First-Citizens Bank & Trust Company (“First Citizens Bank”) assumed all of SVBB’s obligations and commitments, and SVBB began operating as Silicon Valley Bank, a division of First Citizens Bank. Unless otherwise noted herein, all references to SVB or Silicon Valley Bank shall refer to Silicon Valley Bank, a division of First Citizens Bank. In light of the foregoing, the Company does not believe it has exposure to loss as a result of SVB’s receivership. During the periods presented, the Company has not experienced any losses on its cash, restricted cash, cash equivalents or marketable securities.

Long-lived Asset Impairment

Long-lived assets consist primarily of right-of-use lease assets and property and equipment. During the nine months ended September 30, 2023, the Company identified an indicator of impairment of its long-lived assets due to a sustained decline in the trading price of the Company’s common stock over the preceding year, resulting in the Company’s market capitalization being below its net asset value. Although the Company is confident in the utility of its long-lived assets, and there have been no changes in their intended use, the implied cash flows based on the market capitalization of the Company indicated its long-lived assets may not be recoverable. In determining the fair value of its long-lived assets, the Company used a combination of discounted cash flows and observable market data. As a result of its fair value analysis, the Company recorded a $1.9 million impairment charge on its property and equipment as selling, general and administrative expense in the statement of operations during the nine months ended September 30, 2023. No impairment was recorded during the three months ended September 30, 2023 or during three and nine months ended September 30, 2022.

Recent Accounting Pronouncements—Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The new standard requires the use of forward-looking expected credit loss models based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount, which may result in earlier recognition of credit losses under the new standard. The new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net loss rather than reducing the carrying amount under the prior, other-than-temporary-impairment model. The new standard must be adopted using the modified retrospective approach and was adopted by the Company starting January 1, 2023. The Company determined there was no cumulative-effect transition adjustment to the opening balance of accumulated deficit for recognition of credit losses upon adoption of this standard based on its assessment of the collectability of its outstanding accounts receivable and the composition and credit quality of its short-term investments.

Common Stock - Additional Information (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

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):


	September 30,		December 31,
	2023		2022
Prepaid expenses	$	2,991	$	3,003
Interest receivable		2,932		1,099
Current deposits and other current assets		336		620
Total prepaid expenses and other current assets	$	6,259	$	4,722

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

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 calculation of diluted net loss per share for the periods presented because their inclusion would have been anti-dilutive:


	September 30,
	2023		2022
Employee stock options and RSUs issued and outstanding		14,108,195		9,659,301
Series A Common Stock Equivalent Convertible Preferred Stock		2,500,000		2,500,000
Common stock subject to the Company’s repurchase right		150,069		654,487
Total		16,758,264		12,813,788

Accrued Liabilities - Schedule of Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and other employee benefits	$ 4,015	$ 3,580
Accrued research and development expenses	234	360
Accrued professional services	413	204
Accrued other expenses	401	439
Total accrued expenses	$ 5,063	$ 4,583

Stock Incentive Plan

9 Months Ended

Sep. 30, 2023

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 September 30, 2023, 5,689,209 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 is increased automatically on the first 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 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 grant date. 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 stock options owned by eligible non-executive employees with exercise prices ranging from $10.99 to $26.23 for the same number of stock 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.

Common stock reserved for future issuance under equity incentive plans consisted of the following as of September 30, 2023:


Stock options and restricted stock units issued and outstanding under all Plans			14,108,195
Authorized for future grants under the 2021 Plan			5,689,209
Authorized for future grants under the ESPP			773,699
Total as of September 30, 2023			20,571,103

The table above does not include 150,069 shares of common stock for early exercised stock options that remain subject to the Company’s repurchase right.

Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2023:


		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, 2022			9,637,022		$	5.35
Exercisable at December 31, 2022			4,066,881			4.17
	Granted		2,647,750			1.21
	Exercised		(23,479	)		0.56
	Canceled or forfeited		(704,611	)		6.35
Outstanding at September 30, 2023			11,556,682			4.35		8.1	$	39
Exercisable at September 30, 2023			5,596,954			4.53		7.4	$	39

Options outstanding as of September 30, 2023 consist of stock options vested and expected to vest, assuming no forfeitures. Aggregate intrinsic value as of September 30, 2023 in the table above is the total in-the-money value of the options, which is the aggregate of the difference of each option with an exercise price lower than the Company’s last closing stock price per share of $0.38 as of September 30, 2023.

The 2016 Plan allows for the early exercise of awards by plan participants, subject to the Company’s right of repurchase at the lower of the original exercise price or fair market value for unvested awards. At September 30, 2023 and December 31, 2022, the Company had a liability for the cash received from the early exercise of stock options in the amount of $0.2 million and $0.5 million, respectively. The Company reduces the liability as the underlying stock options vest in accordance with the vesting terms of the awards or when the Company repurchases unvested awards.

As of September 30, 2023 and December 31, 2022, there were 150,069 and 526,660, respectively, of early exercised stock options that remain subject to the Company’s repurchase right.

Restricted Stock Unit Activity

Restricted stock units (“RSUs”) represent the right to receive common stock, subject to vesting for continued service to the Company. The following table summarizes RSU activity during the nine months ended September 30, 2023:


		Number of Units			Weighted-Average Grant Date Fair Value (per Unit)
Outstanding at December 31, 2022			-		$	-
	Granted		2,969,850			1.60
	Vested		(282,706	)		1.78
	Canceled		(135,631	)		1.96
Outstanding at September 30, 2023			2,551,513			1.56

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 were initially reserved for issuance under the ESPP. As of September 30, 2023, 773,699 shares of common stock remained available for future 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 Company's common stock on the first day of the offering period or purchase date, whichever is lower. The number of shares of common stock reserved for issuance under the ESPP is increased automatically on the first day of each fiscal year, commencing in 2022 and ending in 2041, by a number equal to the lesser of: (a) 1,460,000 shares of common stock (subject to proportionate adjustment in the event of a stock split, stock dividend, reverse stock split, etc.), (b) 1% of the total number of shares of common stock outstanding as of the last day of the prior fiscal year, or (c) a number of shares of common stock determined by the Company’s Board of Directors.

During the nine months ended September 30, 2023 and 2022, 825,411 and 174,019 shares of common stock were issued under the ESPP, respectively.

Stock-based Compensation Summary

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	949	$	1,091	$	2,847	$	3,012
Selling, general and administrative		1,845		2,308		5,870		7,558
Total stock-based compensation expense	$	2,794	$	3,399	$	8,717	$	10,570

As of September 30, 2023, total unrecognized stock-based compensation expense was $22.5 million and is expected to be recognized over the weighted-average period of approximately 2.4 years.

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


	Nine Months Ended September 30,
Assumption	2023	2022
Expected volatility	73.55%	57.56%
Expected term (years)	5.3−6.1	5.2−6.1
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.05%	1.98%

The fair value of RSUs is determined as the closing market price of our common stock on the grant date. The fair value of RSUs is recognized as stock-based compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the award.

Business - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Accumulated deficit	$ (314,346)	$ (242,775)
Cash Cash Equivalents And Short Term Investments	$ 190,700
Period of operations sufficient to fund	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term debt and unamortized debt discount balances

The SVB Loan and unamortized discount balances as of September 30, 2023 and December 31, 2022 are as follows (in thousands):


	September 30,			December 31,
	2023			2022
Long-term debt	$	10,500		$	10,500
Less: issuance costs		(325	)		(435	)
Total long-term debt, net of issuance costs	$	10,175		$	10,065

Summary of Future Minimum Principal Payments on Long-term Debt

Future minimum payments of outstanding principal and interest at the rate in effect as of September 30, 2023 under the SVB Loan are as follows (in thousands):


As of September 30, 2023
2023 (3 months remaining)	$	165
2024		2,290
2025		5,886
2026		4,511
Total future minimum payments		12,852
Less: interest, Final Payment fee		(2,352	)
Long-term debt		10,500
Less: issuance costs		(325	)
Long-term debt, net of issuance costs	$	10,175

- 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.

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+ Details

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	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 33,301	$ 74,266
Restricted cash	1,711	1,711
Total	$ 35,012	$ 75,977	$ 94,973	$ 201,736

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares outstanding	73,343,510	71,854,688
Series A Common Stock Equivalent Convertible Preferred Stock [Member]
Temporary equity, par value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	7,000	7,000
Temporary equity, shares issued	2,500	2,500
Temporary equity, shares outstanding	2,500	2,500

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


		September 30,			December 31,
	Useful Life	2023			2022
Equipment	5 years	$	12,589		$	8,656
Computers and software	3 years		3,372			2,705
Leasehold improvements	14 years or less		2,244			2,127
Furniture and fixtures	5 years or less		660			1,854
Instruments at customer site	5 years		1,608			-
Total property and equipment, gross			20,473			15,342
Less: accumulated depreciation			(7,047	)		(4,558	)
Total property and equipment, net		$	13,426		$	10,784

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contractual Maturities of Available-for-Sale Debt Securities Held (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Estimated Fair Value, Due within one year	$ 156,898	$ 155,920
Estimated Fair Value, Due after one but within five years	518	14,390
Total	$ 157,416	$ 170,310

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

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

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

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


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	33,301	$	74,266
Restricted cash		1,711		1,711
Total	$	35,012	$	75,977

Schedule of Short-Term Investments Held

The following tables summarize the short-term investments held by the Company at September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	136,704	$	(151	)	$	136,553
Corporate debt securities		20,409		(64	)		20,345
Asset-backed securities	$	517	$	1		$	518
Total	$	157,630	$	(214	)	$	157,416


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

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

The following table summarizes the estimated fair value of contractual maturities of available-for-sale securities held by the Company at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Due within one year	$	156,898	$	155,920
Due after one but within five years		518		14,390
Total	$	157,416	$	170,310

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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+ Details

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		9 Months Ended
	Nov. 30, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2023	Dec. 31, 2022	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, 2023				Sep. 01, 2026
Percentage of variable annual interest rate					0.75%		0.65%
Interest rate due on maturity date				4.00%			5.50%
Debt Issuance Costs, Net				$ 325					$ 400
Debt instrument face amount				$ 10,500
Silicon Valley Bank Warrant
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity			35,500			35,500
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
Interest rate during the period			5.90%			4.00%
Loan and Security agreement \| Silicon Valley Bank Warrant
Debt Instrument [Line Items]
Additional borrowing amount										$ 7,500
2021 SVB Loan
Debt Instrument [Line Items]
Additional borrowing amount		$ 25,000			$ 25,000
Loan, maturity date		Mar. 31, 2024
Debt instrument, interest per annum								9.25%
First Tranche
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity			$ 10,500			$ 10,500

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Accrued compensation and other employee benefits	$	4,015	$	3,580
Accrued research and development expenses		234		360
Accrued professional services		413		204
Accrued other expenses		401		439
Total accrued expenses	$	5,063	$	4,583

Long-term Debt

9 Months Ended

Sep. 30, 2023

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 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.

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 then-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 September 30, 2023, the SVB Loan bears interest at an annual rate of 9.25%. The SVB Loan has an initial interest-only period of 36 months, or until September 2024, from which point we are required to make interest and principal payments through the maturity date. 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 September 30, 2023, 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.

On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver, and all of SVB’s deposits and substantially all of SVB’s assets were transferred into a new entity, Silicon Valley Bridge Bank, N.A. (“SVBB”). On March 12, 2023, the Department of the Treasury, the Federal Reserve and the FDIC jointly released a statement indicating that SVBB had assumed the obligations and commitments of former SVB. On March 27, 2023, First-Citizens Bank & Trust Company (“First Citizens Bank”) assumed all of SVBB’s obligations and commitments, and SVBB began operating as Silicon Valley Bank, a division of First Citizens Bank.

As of September 30, 2023 and December 31, 2022, the debt issuance costs related to the SVB Loan were $0.3 million and $0.4 million, respectively. 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 September 30, 2023 and December 31, 2022 are as follows (in thousands):


	September 30,			December 31,
	2023			2022
Long-term debt	$	10,500		$	10,500
Less: issuance costs		(325	)		(435	)
Total long-term debt, net of issuance costs	$	10,175		$	10,065

Future minimum payments of outstanding principal and interest at the rate in effect as of September 30, 2023 under the SVB Loan are as follows (in thousands):


As of September 30, 2023
2023 (3 months remaining)	$	165
2024		2,290
2025		5,886
2026		4,511
Total future minimum payments		12,852
Less: interest, Final Payment fee		(2,352	)
Long-term debt		10,500
Less: issuance costs		(325	)
Long-term debt, net of issuance costs	$	10,175

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 the payment of all outstanding obligations.

As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the SVB Loan and there had been no events of default.

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

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Liquidity and Capital Resources

Basis of Presentation and Use of Estimates

Cash, Cash Equivalents and Restricted Cash

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


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	33,301	$	74,266
Restricted cash		1,711		1,711
Total	$	35,012	$	75,977

Short-term Investments


	September 30, 2023
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
U.S. treasury securities	$	136,704	$	(151	)	$	136,553
Corporate debt securities		20,409		(64	)		20,345
Asset-backed securities	$	517	$	1		$	518
Total	$	157,630	$	(214	)	$	157,416


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

The following table summarizes the estimated fair value of contractual maturities of available-for-sale securities held by the Company at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Due within one year	$	156,898	$	155,920
Due after one but within five years		518		14,390
Total	$	157,416	$	170,310

Revenue Recognition

Concentration of Credit Risk

Long-lived Asset Impairment

Recent Accounting Pronouncements

Recent Accounting Pronouncements—Adopted

Long-Term Debt - Schedule of Long-Term Debt and Unamortized Debt Discount Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Total long-term debt	$ 10,500	$ 10,500
Less: issuance costs	(325)	(435)
Total long-term debt, net of issuance costs	$ 10,175	$ 10,065

- Definition

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

+ References + Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. 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 quoted prices in active markets, that are observable either directly or indirectly.

Level 3: Unobservable inputs where 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, cash equivalents and 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. Long-lived assets are measured at fair value for an impairment assessment based on Level 3 inputs (see Note 2), which is on a nonrecurring basis.

The following tables summarize the Company’s assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents:
Cash	$	2,528	$	-	$	-	$	2,528
Money market funds		30,773		-		-		30,773
Total cash and cash equivalents		33,301		-		-		33,301
Short-term investments:
U.S. Treasury securities		136,553		-		-		136,553
Corporate debt securities		-		20,345		-		20,345
Asset-backed securities		-		518		-		518
Total short-term investments		136,553		20,863		-		157,416
Total cash and cash equivalents and short-term investments	$	169,854	$	20,863	$	-	$	190,717


	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

- 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

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 10,641	$ 14,508
Work in process	2,562	3,276
Finished Goods	217	437
Total inventory	$ 13,420	$ 18,221

Stock Incentive Plan - Summary of Equity Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 2,794	$ 3,399	$ 8,717	$ 10,570
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	949	1,091	2,847	3,012
Selling, General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 1,845	$ 2,308	$ 5,870	$ 7,558

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Entity Registrant Name	Singular Genomics Systems, Inc.
Entity Central Index Key	0001850906
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Trading Symbol	OMIC
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		73,384,510
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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

Stock Incentive Plan (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2023:


		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, 2022			9,637,022		$	5.35
Exercisable at December 31, 2022			4,066,881			4.17
	Granted		2,647,750			1.21
	Exercised		(23,479	)		0.56
	Canceled or forfeited		(704,611	)		6.35
Outstanding at September 30, 2023			11,556,682			4.35		8.1	$	39
Exercisable at September 30, 2023			5,596,954			4.53		7.4	$	39

Summary of Equity Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	949	$	1,091	$	2,847	$	3,012
Selling, general and administrative		1,845		2,308		5,870		7,558
Total stock-based compensation expense	$	2,794	$	3,399	$	8,717	$	10,570

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


	Nine Months Ended September 30,
Assumption	2023	2022
Expected volatility	73.55%	57.56%
Expected term (years)	5.3−6.1	5.2−6.1
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.05%	1.98%

Schedule of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance under equity incentive plans consisted of the following as of September 30, 2023:


Stock options and restricted stock units issued and outstanding under all Plans			14,108,195
Authorized for future grants under the 2021 Plan			5,689,209
Authorized for future grants under the ESPP			773,699
Total as of September 30, 2023			20,571,103

Schedule of Restricted Stock Unit Activity

The following table summarizes RSU activity during the nine months ended September 30, 2023:


		Number of Units			Weighted-Average Grant Date Fair Value (per Unit)
Outstanding at December 31, 2022			-		$	-
	Granted		2,969,850			1.60
	Vested		(282,706	)		1.78
	Canceled		(135,631	)		1.96
Outstanding at September 30, 2023			2,551,513			1.56

Prepaid Expenses and Other Current Assets - Summary of Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 2,991	$ 3,003
Interest receivable	2,932	1,099
Current deposits and other current assets	336	620
Total prepaid expenses and other current assets	$ 6,259	$ 4,722

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Income Statement [Abstract]

Net Loss Per Share

12. Net Loss per Share

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

The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because their inclusion would have been anti-dilutive:


	September 30,
	2023		2022
Employee stock options and RSUs issued and outstanding		14,108,195		9,659,301
Series A Common Stock Equivalent Convertible Preferred Stock		2,500,000		2,500,000
Common stock subject to the Company’s repurchase right		150,069		654,487
Total		16,758,264		12,813,788

Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Raw materials	$	10,641	$	14,508
Work in process		2,562		3,276
Finished goods		217		437
Total inventory	$	13,420	$	18,221

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment	$ 20,473	$ 15,342
Less: Accumulated depreciation	(7,047)	(4,558)
Total property and equipment, net	$ 13,426	10,784
Equipment [Member]
Property Plant And Equipment [Line Items]
Useful life	5 years
Property and equipment	$ 12,589	8,656
Computers and Software [Member]
Property Plant And Equipment [Line Items]
Useful life	3 years
Property and equipment	$ 3,372	2,705
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Usefil Life	14 years or less
Property and equipment	$ 2,244	2,127
Furniture and Fixtures [Member]
Property Plant And Equipment [Line Items]
Usefil Life	5 years or less
Property and equipment	$ 660	$ 1,854
Instruments at customer site [Member]
Property Plant And Equipment [Line Items]
Usefil Life	5 years
Property and equipment	$ 1,608

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details)	Sep. 30, 2023 shares
Class of Stock [Line Items]
Common stock reserved for future issuance	20,571,103

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 462	$ 0	$ 1,830	$ 0
Cost of revenue	527	0	1,931	0
Gross margin	(65)	0	(101)	0
Operating expenses:
Research and development	11,220	12,732	36,074	35,439
Selling, general and administrative	13,254	11,962	41,345	35,518
Total operating expenses	24,474	24,694	77,419	70,957
Loss from operations	(24,539)	(24,694)	(77,520)	(70,957)
Other income (expense):
Interest expense	(285)	(211)	(814)	(520)
Interest and other income	2,464	1,115	6,763	1,699
Total other income	2,179	904	5,949	1,179
Net loss	$ (22,360)	$ (23,790)	$ (71,571)	$ (69,778)
Earnings Per Share, Basic	$ (0.31)	$ (0.33)	$ (0.99)	$ (0.98)
Earnings Per Share, Diluted	$ (0.31)	$ (0.33)	$ (0.99)	$ (0.98)
Weighted Average Number of Shares Outstanding, Basic	73,178,822	71,216,292	72,541,979	71,001,441
Weighted Average Number of Shares Outstanding, Diluted	73,178,822	71,216,292	72,541,979	71,001,441