0001850079-22-000025 | 10-K | XBRL Viewer

Print Document View Excel Document

Condensed Consolidated Balance Sheet - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 82,806	$ 13,463
Accounts receivable, net of allowance for bad debts of $0 and $105 at December 31, 2021 and 2020, respectively	3,665	2,266
Inventory	2,368	601
Prepaid expenses and other current assets	4,345	851
Total current assets	93,184	17,181
Property and equipment, net	3,456	689
Right-of-use assets	2,281	3,090
Other long-term assets	609	81
Goodwill	14,330	3,497
Other intangible assets, net	2,397	2,325
Total Assets	116,257	26,863
Current liabilities:
Accounts payable	2,499	1,191
Accrued employee expenses	3,849	1,470
Finance lease liability, current portion	81	90
Operating lease liability, current portion	1,156	693
Deferred revenue, current portion	205	606
Other accrued liabilities	1,005	220
Notes payable, current portion	603	1,333
Other current liabilities	335	22
Total current liabilities	9,733	5,625
Finance lease liability, net of current portion	0	81
Operating lease liability, net of current portion	1,394	2,776
Notes payable, net of discount and current portion	14,088	3,353
Derivative liabilities	108	1,533
Deferred revenue, net of current portion	150	40
Total liabilities	25,473	13,408
Commitments and contingencies (Note 12)
Convertible preferred stock
Convertible preferred stock	0	38,914
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value; 5,000,000 and 0 shares authorized at December 31, 2021 and 2020, respectively. No shares issued and outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 and 72,000,000 shares authorized at December 31, 2021 and 2020, respectively; 29,318,578 and 5,023,957 shares issued and outstanding at December 31, 2021 and 2020, respectively	5	2
Additional paid-in capital	156,049	851
Accumulated deficit	(65,270)	(26,312)
Total stockholders' equity (deficit)	90,784	(25,459)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	116,257	26,863
Series Z Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock	0	1
Series A Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock	0	20,992
Series A-1 Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock	$ 0	$ 17,921

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Assets
Allowance for bad debts	$ 0	$ 105,000
Convertible preferred stock
Convertible preferred stock, shares outstanding (in shares)	0	15,079,329
Stockholders' equity (deficit)
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	72,000,000
Common stock, shares issued (in shares)	29,318,578	5,023,957
Common stock, shares outstanding (in shares)	29,318,578	5,023,957
Series Z Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	0	7,500,000
Convertible preferred stock, shares issued (in shares)	0	2,500,000
Convertible preferred stock, shares outstanding (in shares)	0	2,500,000
Series A Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	0	22,797,830
Convertible preferred stock, shares issued (in shares)	0	7,599,274
Convertible preferred stock, shares outstanding (in shares)	0	7,599,274
Series A-1 Convertible Preferred Stock
Convertible preferred stock
Convertible preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	0	15,402,237
Convertible preferred stock, shares issued (in shares)	0	4,980,055
Convertible preferred stock, shares outstanding (in shares)	0	4,980,055

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Total revenue	$ 11,043	$ 6,576
Cost of revenue	6,744	2,951
Gross profit	4,299	3,625
Operating expenses:
Research and development	14,548	8,925
Sales and marketing	10,896	6,931
General and administrative	14,229	4,130
Total operating expenses	39,673	19,986
Loss from operations	(35,374)	(16,361)
Other expense, net:
Interest expense, net	(1,369)	(690)
Change in fair value of derivative liabilities	(1,521)	(880)
Loss on extinguishment of debt	(618)	0
Other expense, net	(62)	(74)
Total other expense, net	(3,570)	(1,644)
Loss before provision for income taxes	(38,944)	(18,005)
Provision for income taxes	(14)	(5)
Net loss	(38,958)	(18,010)
Comprehensive loss	(38,958)	(18,010)
Net loss attributable to common stockholders	(38,958)	(18,010)
Net loss attributable to common stockholders	$ (38,958)	$ (18,010)
Net loss per share attributable to common stockholders—basic and diluted
Basic (in dollars per share)	$ (2.14)	$ (3.60)
Diluted (in dollars per share)	$ (2.14)	$ (3.60)
Weighted average common stock outstanding—basic and diluted
Basic (in shares)	18,222,495	5,001,538
Diluted (in shares)	18,222,495	5,001,538
Product sales
Revenue:
Total revenue	$ 8,462	$ 5,131
Royalties and other revenue
Revenue:
Total revenue	$ 2,581	$ 1,445

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at beginning of period (in shares) at Dec. 31, 2019	15,079,329
Balance at beginning of period at Dec. 31, 2019	$ 38,914
Balance at end of period (in shares) at Dec. 31, 2020	15,079,329
Balance at end of period at Dec. 31, 2020	$ 38,914
Balance at beginning of period (in shares) at Dec. 31, 2019		5,000,000
Balance at beginning of period at Dec. 31, 2019	$ (7,503)	$ 2	$ 797	$ (8,302)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	23,957	23,957
Issuance of Common Stock upon exercise of stock options	$ 11		11
Stock-based compensation expense	43		43
Net loss	$ (18,010)			(18,010)
Balance at end of period (in shares) at Dec. 31, 2020	5,023,957	5,023,957
Balance at end of period at Dec. 31, 2020	$ (25,459)	$ 2	851	(26,312)
Convertible Preferred Stock
Conversion of convertible preferred shares into an equivalent number of common shares (in shares)	(15,079,329)
Conversion of shares of convertible preferred stock into an equivalent number of shares of common stock	$ (38,914)
Balance at end of period (in shares) at Dec. 31, 2021	0
Balance at end of period at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares upon initial public offering, net of issuance costs (in shares)		7,666,664
Issuance of shares of common stock upon initial public offering, net of issuance costs of $8,587	112,484	$ 1	112,483
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)		15,079,329
Conversion of shares of convertible preferred stock into an equivalent number of shares of common stock	38,914	$ 2	38,912
Issuance of common stock upon exercise of stock options (in shares)		1,252,468
Issuance of warrant and conversion into shares of common stock	2,770		2,770
Payment of offering costs	$ (226)		(226)
Issuance of common stock upon exercise of stock options (in shares)	296,160	296,160
Issuance of Common Stock upon exercise of stock options	$ 173		173
Stock-based compensation expense	1,086		1,086
Net loss	$ (38,958)			(38,958)
Balance at end of period (in shares) at Dec. 31, 2021	29,318,578	29,318,578
Balance at end of period at Dec. 31, 2021	$ 90,784	$ 5	$ 156,049	$ (65,270)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows From Operating Activities:
Net loss	$ (38,958)	$ (18,010)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	450	403
Amortization of intangible assets	458	463
Amortization of debt discount	480	214
Loss on disposal of assets	27	0
Impairment of intangible asset	0	73
Loss on debt extinguishment	618	0
Stock-based compensation	1,086	43
Amortization of right-of-use asset	666	591
Change in fair value of derivative liabilities	1,521	880
Non-cash interest on finance leases	(9)	(17)
Changes in assets and liabilities:
Accounts receivable	(735)	(774)
Inventories	(1,462)	111
Deposits, prepaid expenses and other current assets	(3,916)	(765)
Accounts payable, accrued payroll and accrued liabilities	4,394	1,404
Deferred revenue	(542)	501
Operating lease liabilities	(776)	(497)
Net cash used in operating activities	(36,698)	(15,381)
Cash Flows From Investing Activities:
Purchase of acquired business, net of cash acquired	(13,186)	0
Purchase of property and equipment	(1,854)	(204)
Net cash used in investing activities	(15,040)	(204)
Cash Flows From Financing Activities:
Borrowings on term loan, net	14,872	0
Repayment of term loan	(5,000)	0
Debt extinguishment costs	(1,141)	0
Finance lease liability	(81)	(107)
Net proceeds from issuance of shares of common stock in initial public offering	112,484	0
Payments of offering costs	(226)	0
Proceeds from the exercise of common stock options	173	11
Net cash provided by (used in) financing activities	121,081	(96)
Net Increase (Decrease) In Cash And Cash Equivalents	69,343	(15,681)
Cash and cash equivalents at beginning of year	13,463	29,144
Cash and cash equivalents at end of year	82,806	13,463
Supplemental Disclosure Of Cash Flow Information:
Cash paid for interest	825	464
Purchases of property and equipment included in accounts payable and accrued expenses	684	0
Issuance of preferred stock warrant in connection with term loan	322	0
Extinguishment of put option derivative liability in connection with term loan	(51)	0
Issuance of put option derivative liability in connection with term loan	303	0
Conversion of shares of convertible preferred stock into common stock	38,914	0
Conversion of warrant into shares of common stock	2,770	0
Right-of-use-assets obtained in exchange for operating lease liabilities	1,904	0
Right-of-use asset derecognized upon lease modification	2,047	0
Warrant
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(1,854)	(425)
Put Option
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	195	55
Participation Rights
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(420)	420
Success Fee
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	$ 282	$ 89

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Payment of offering costs	$ 226

Organization and Operations	12 Months Ended
Organization and Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	ORGANIZATION AND OPERATIONS Business Codex DNA, Inc. (the Company) was incorporated in the state of Delaware in March 2011, as Synthetic Genomics Solution, Inc., a wholly owned subsidiary of Synthetic Genomics, Inc. (SGI). The Company changed its name to SGI-DNA, Inc. (SGI-DNA) in February 2013, and then to Codex DNA, Inc. in September 2020. SGI-DNA Limited, a United Kingdom company focused on sales and marketing activities, is a wholly owned subsidiary of Codex DNA, Inc. The Company manufactures and sells laboratory equipment, specifically synthetic biology instruments, reagents and associated products and related services, primarily to pharmaceutical and academic laboratories worldwide. On March 8, 2019, SGI sold SGI-DNA to GATTACA Mining, LLC (Purchaser or GATTACA) by entering into a stock purchase agreement to sell all of the Company’s outstanding common and preferred stock in exchange for a $10 million non-recourse promissory note. Both the Company and Purchaser are co-borrowers of the promissory note. As this transaction was a change in control transaction in accordance with generally accepted accounting principles in the United States (U.S. GAAP), the Company elected to apply push-down accounting and recognized a step up in the basis of the assets acquired and liabilities assumed in the acquisition. On June 10, 2021, the Company’s Board of Directors and stockholders approved a 3-for-1 reverse stock split of the Company’s issued and outstanding common stock and outstanding shares of convertible preferred stock, which was effected on June 11, 2021. The reverse stock split also applied to all outstanding securities or rights convertible into, or exchangeable or exercisable for, common stock or convertible preferred stock. Accordingly, all shares, stock options, warrants and per share information presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split. There was no change in the par value and authorized number of shares of the Company’s common stock or preferred stock. On June 18, 2021, the Company completed an initial public offering (IPO) of 7,666,664 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 999,999 additional shares of common stock, for aggregate gross proceeds of $122.7 million. The Company’s shares began trading on the Nasdaq Global Select Market under the ticker symbol “DNAY” on June 18, 2021. The Company received $112.5 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Upon closing of the IPO, all outstanding convertible preferred stock converted into 15,079,329 shares of common stock and SGI’s outstanding warrants were automatically exercised into 1,201,059 shares of common stock. On November 18, 2021, the Company entered into a Share Purchase Agreement, with the stockholders of EtonBio Inc., a California corporation (“Eton”), pursuant to which, the Company agreed to purchase all of the outstanding shares of capital stock of Eton (see Note 15). The total purchase price was approximately $13.6 million, which was funded with the Company’s existing cash on hand. Eton is a San Diego-based biotech company specializing in synthetic biology products and services, including DNA sequencing and oligo synthesis, for the global academic research, pharmaceutical, and biotechnology industries. Eton also markets DNA prep services and products such as antibodies, peptides, and metabolism assay kits. Since its inception, the Company has devoted substantially all of its efforts to raising capital, commercializing its current products, and developing new product offerings. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of products. Principal among these risks are a dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and manufacturing of its products. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, commercialize its products, generate revenue, meet its obligations, and, ultimately, become profitable. Products currently under development will require significant additional research and development efforts. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Impact of COVID-19 In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. In response to public health directives and orders and to help minimize the risk of the virus to employees, the Company has taken precautionary measures, including implementing work-from home policies for certain employees. The COVID-19 pandemic has the potential to significantly impact the Company’s manufacturing supply chain, distribution or logistics and other services. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or supply shortages, which could result in additional disruptions or delays in shipments of laboratory equipment or the advancement of the scientific research. To date, the Company is not aware of any such disruptions. Furthermore, to date, the Company has not experienced the pandemic’s adverse impacts in any material respect. The Company is not able to estimate the duration of the pandemic or potential impact on the business if disruptions or delays in shipments of product occur. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company has prepared the accompanying consolidated financial statements in accordance with U.S. GAAP and included the accounts of the Company and its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods presented. Key estimates in the consolidated financial statements include revenue recognition, impairment assessment for goodwill and intangible assets, allowance for doubtful accounts, estimated useful lives of property and equipment, valuation of inventory, accrued expenses, valuation of deferred income tax assets, valuation of derivative liabilities, share-based compensation, accrued warranty and valuation of acquired businesses are subject to significant estimation. Actual results could differ from those estimates.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable.

The Company’s accounts receivable are derived from revenue earned from customers. The Company does not require collateral on accounts receivable. The Company maintains reserves for estimated potential credit losses. For the year ended December 31, 2021, one customer accounted for 11% of the Company’s accounts receivable balance. For the year ended December 31, 2021, one customer accounted for 14% of the Company’s revenue. For the year ended December 31, 2020, one customer accounted for 23% of the Company’s accounts receivable balance and one customer accounted for 21% of the Company’s revenue.

The Company maintains its cash with financial Institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposited with banks and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company’s cash equivalents of $79.9 million, which are funds held in a money market account, are measured at fair value on a recurring basis. Cash equivalents for the year ended December 31, 2020 was $0.

Accounts Receivable

Accounts receivable is comprised of amounts due from third-party payors recorded at the invoice amount and does not bear interest. The Company reports accounts receivable net of estimated contractual adjustments and any allowance for doubtful accounts. The Company reviews accounts receivable on an ongoing basis to determine collectability. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of the amounts owed to the Company by its customers. The Company considers the following in determining the level of allowance required: its customer’s payment history, the age of the receivable, the credit quality of its customers, the general financial condition of its customer base and other factors that may affect the customers’ ability to pay. The Company writes off accounts against

the allowance for doubtful accounts when they are deemed to be uncollectible. The Company’s allowance for doubtful accounts at December 31, 2021 and 2020 was $0 and $0.1 million, respectively.

Inventory

Inventory, which primarily consists of raw materials, labor and overhead related to work in process and sub-assemblies are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory. Excess and obsolete inventory is charged to cost of revenue and a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of amounts previously written off.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or the estimated life of the asset.

Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in other income (expense) in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to the general and administrative expenses in the consolidated statements of operations and comprehensive loss as incurred.

Intangible Assets

The Company has intangible assets and goodwill recorded in connection with its acquisition in March 2019, as well as from the Eton acquisition. Intangible assets are recognized apart from goodwill if they arise from contractual or other legal rights or if they are separable. An asset is considered separable if (a) it is capable of being separated from the acquired entity and sold, transferred, licensed, rented or exchanged, or (b) it can be conveyed in combination with a related asset or liability. Those assets that do not meet either criterion are included in goodwill for financial reporting purposes. The following assets were recognized as part of the March 2019 and Eton acquisitions:

■March 2019 Acquisition

■Purchased technology: valued by management using an income approach.

■Trade name: valued by management using an income approach. The amount allocated to trade name was deemed impaired as the Company changed its name to Codex DNA, Inc. in 2020 (see Notes 1 and 6).

■Eton Acquisition

■Customer relationships: valued by management using an income approach.

■Trade name: valued by management using an income approach.

■Non-competition agreements: valued by management using an income approach.

Intangible assets are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset. Intangible assets are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, or significant decreases in the Company’s market capitalization indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset. There was no impairment recorded for the year ended December 31, 2021. For the year ended December 31, 2020, the Company recorded an impairment charge of $0.1 million on its trademark (see Notes 1 and 6).

Goodwill

The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The Company’s goodwill impairment tests are performed at the enterprise level given the Company’s single reporting unit.

The Company’s goodwill impairment analysis first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the

reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying value exceeds the reporting unit’s fair value and a charge would be recognized as impairment of goodwill in the consolidated statements of operations and comprehensive loss.

Accounting for Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group. No such impairments have been identified for the years ended December 31, 2021 and 2020, except for the $0.1 million trademark impairment charge recorded in 2020.

Business Combinations

The Company accounts for acquisitions using the acquisition method of accounting. The fair value of purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss. See Note 15 for additional information regarding business combinations.

Deferred Offering Costs

The Company capitalizes within other current assets certain legal, consulting and other third-party fees that are directly related to the Company’s in-process equity financings, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are immediately written off to operating expenses. There were $0.9 million and $0 offering costs capitalized during the years ended December 31, 2021 and 2020, respectively.

Deferred Financing Costs

The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital under credit facilities are recorded as a reduction to the carrying amount of the debt and amortized to interest expense using the effective interest method over the repayment term.

Income Taxes

The Company is a C Corporation for federal income tax purposes. The Company was not profitable during 2021 and 2020. Accordingly, no provision for federal income taxes has been presented in the accompanying consolidated statements of operations and comprehensive loss.

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including operating losses and tax credit carryforwards, if applicable. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance may be established for carryforwards and other deferred tax assets when it is more likely than not that such deferred tax assets will not be realized. Based on its facts, the Company considered all available evidence, both positive and negative, including historical levels of taxable income, expectations, and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation

allowance. The Company recorded a valuation allowance against the deferred tax asset as the Company believes it is more likely than not that the deferred asset will not be utilized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest and penalties in general and administrative expenses. The Company has determined that it has an uncertain tax position as it relates to its state research and development credits for the years ended December 31, 2021 and 2020 (see Note 11).

Share-Based Compensation

For share-based awards granted to employees and directors, the Company estimates the grant-date fair value using the Black-Scholes option-pricing model. Compensation expense for these awards is recognized net of the estimated forfeiture rate, over the requisite service period, which is generally the vesting period of the respective award.

For share-based awards granted to non-employees, the Company adopted Accounting Standards Update No. (ASU) 2018-07, Compensation—Stock Compensation (Topic 718) (ASU 2018-07) at inception, as discussed below, in which the measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized in the same manner as if the Company had paid cash in exchange for the goods or services, which is generally the vesting period of the award. The Company applies an estimated forfeiture rate to share-based compensation.

The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified.

Revenue Recognition

The Company recognizes revenues in accordance with Financial Accounting Standards Board (FASB) ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASC 606). To date, revenues have consisted primarily of payments received related to product sales and royalty agreements. Under ASC 606, the Company recognizes revenue when customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

Revenue for product sales is recognized upon delivery to the customer. Revenue related to extended product warranty arrangements is deferred and recognized over time as services are delivered. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the assessment of the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. As part of the accounting for arrangements under ASC 606, management must use its significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. Management also uses its judgment to determine whether milestones or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price as described below. The transaction price is allocated to each performance obligation based on the relative stand-alone selling price of each performance obligation in the contract, and revenue is recognized based on those amounts when, or as, the performance obligations under the contract are satisfied.

The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Management estimates the standalone selling price of each of the identified performance obligations in customer contracts, maximizing the use of observable inputs. Because the Company has not sold the same goods or services in the contracts separately to any customers on a standalone basis and there are no similar observable transactions in the marketplace, the Company estimates the standalone selling price of each performance obligation in customer arrangements based on estimated costs to be incurred to fulfil obligations associated with the performance, plus a reasonable margin.

Amounts received prior to revenue recognition are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, current portion in the consolidated balance sheets. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as other long-term liabilities in the consolidated balance sheets. Amounts are recorded as accounts receivable when the right to consideration is unconditional.

Product Revenue, Net

The Company recognizes revenue on product sales to customers when the transfer of control happens, which generally occurs upon shipment. The Company recognizes revenue on installation and training when the service has been rendered. The Company includes a standard one year warranty with its product sales.These standard warranties are accounted for at the time product revenues are recognized. The Company also offers extended warranty for an additional fee. Revenue related to extended warranty is recognized on a straight-line basis over the term. Product revenues are recorded net of variable consideration, including discounts.

Product Returns

The Company does not generally offer customers the ability to return product and has received an immaterial amount of returns to date.

Royalties and Other Revenue

Royalties and other revenue consist of fees charged for the license of non-exclusive rights of the Company’s patents to third parties and grant revenue received from government entities as reimbursement of expenses related to the development and use of synthetic biology tools to develop solutions to address various areas of concern. The royalties and other revenue are recognized at the same time as the third parties record the revenue associated with the use of the license. The grant revenue from the contracts is recognized as the services are performed or ratably over the milestone period and typically require the performance of specific activities and timely reporting of results. Associated expenses are recognized when incurred. Revenue and related expenses are presented gross in the consolidated statements of operations and comprehensive loss.

Warranties

The Company provides warranty coverage on its systems. Warranty coverage includes providing labor and parts necessary to repair the systems during the warranty period. The standard warranty coverage is twelve months for system sales. In addition, customers may pay for enhanced warranty service or to extend the warranty period to 24 months. Warranty revenue is deferred and recognized over the warranty period as a part of product sales in the consolidated statements of operations and comprehensive loss. The Company charges warranty expenses to cost of revenue in the period the expense is incurred. The changes in deferred revenue for warranties during the years ended December 31, 2021 and 2020 are summarized as follows (in thousands):


Balance at December 31, 2019	$	145
Warranty revenue deferred	404
Warranty revenue recognized	(292)
Balance at December 31, 2020	257
Warranty revenue deferred	487
Warranty revenue recognized	(389)
Balance at December 31, 2021	$	355

The deferred revenue for warranties at December 31, 2021 and 2020 are summarized as follows (in thousands):


	December 31,
	2021		2020
Deferred warranty revenue, current portion	$	205	$	217
Deferred warranty revenue, net of current portion	150		40
Total deferred warranty revenue	$	355	$	257

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenue in the consolidated statements of operations and comprehensive loss.

Fair Value of Assets and Liabilities

In accordance with ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and considers

assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy as described below:

Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2–Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumption used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets substantially the full term of the financial instrument.

Level 3–Unobservable inputs that are supported by little or no market data and require the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The Company’s participation right liability, warrant liability, contingent put liability, and success fee contingent liability are carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 3).The carrying value of financial instruments included in current assets and liabilities approximate their fair value principally because of the short-term maturities of these instruments.

Research and Development

Research and development costs, including direct and allocated expenses, are expensed in the period incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development costs, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed.

Advertising

The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising and promotional expenses for the years ended December 31, 2021 and 2020 were $0.9 million and $0.8 million, respectively.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the years ended December 31, 2021 and 2020 as presented in the accompanying consolidated financial statements.

Classification of Convertible Preferred Stock

The Company’s convertible preferred stock is classified outside of stockholders’ equity (deficit) because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company.

Net Loss per Share

The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, including potential dilutive shares of common stock

The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020.

Segments Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (CODM), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer. The Company has determined it operates in one segment.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) (ASU 2016-13). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company is currently evaluating the impact that ASU 2019-12 will have on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also updates and improves the consistency of earnings per share calculations for convertible instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the impact that the implementation of this standard will have on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. Entities should apply the amendments prospectively and early adoption is permitted. The Company does not expect the adoption of ASU 2021-08 to have a material impact on its consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance. The ASU codifies new requirements to disclose information about the nature of certain government assistance received, the accounting policy used to account for the transactions, the location in the financial statements where such transactions

were recorded and significant terms and conditions associated with such transactions. The guidance is effective for annual periods beginning after December 15, 2021. The Company does do not expect the adoption of ASU No. 2021-10 to have a material impact to its consolidated financial statements and related disclosures.

Fair Value Measurement

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

The following table summarizes the fair values of the Company’s derivative liabilities on the consolidated balance sheets which comprise money market funds, the participation right liability, warrant liability, contingent put liability, and success fee contingent liability (in thousands):


	Fair value measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	79,893	$	—	$	—	$	79,893
Total	$	79,893	$	—	$	—	$	79,893

Liabilities
Contingent put option liability	$	—	$	—	$	108	$	108
Total	$	—	$	—	$	108	$	108


	Fair value measurements as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Participation right liability	$	—	$	—	$	420	$	420
Warrant liability	—		—		594		594
Contingent put option liability	—		—		51		51
Success fee contingent liability	—		—		468		468
Total	$	—	$	—	$	1,533	$	1,533

During the year ended December 31, 2020 there were no transfers between Level 1, Level 2 and Level 3.

Participation Right Liability

The participation right liability consists of the fair value of 3% of the securities sold in a future equity financing round and was originated from the participation right that was given to SGI in conjunction with the Company acquisition (see Note 1). The fair value of the participation right liability was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy.

The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the participation right liability include management’s expectation of amounts to be raised and the probability of success in obtaining the funds. As of December 31, 2020, the Company determined the estimated capital raised from the financing round to be $20.0 million with a probability of success of 70%. The fair value was determined by multiplying the amount expected to be raised versus the probability of success and the percentage right (3%). As of December 31, 2021 and 2020, the fair value of the participation right was valued at $0 due to the liability’s extinguishment pursuant to the Company’s IPO and $0.4 million, respectively.

Preferred Stock Warrants

The preferred stock warrant liability consists of the fair value of warrants to purchase Series A-1 Preferred Stock issued in conjunction with the Series A-1 financing in December 2019 with SGI and the 2021 Loan Agreement (See Note 8) and was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. As of December 31, 2020, the significant quantitative inputs were a 0.1% risk-free interest rate, an expected term of 2.0 years, an expected volatility of 83.6% and a 0% expected dividend yield. Based on these significant quantitative inputs, the fair value of the Series A-1 convertible preferred stock warrant as of December 31, 2020 was $3.87 per share. Upon the closing of the IPO, SGI’s outstanding preferred stock warrants were automatically exercised into 119,315 shares of common stock. Subsequent to the closing of the IPO, all outstanding warrants issued pursuant to the 2021 Loan

Agreement were exercised into 51,409 shares of common stock. As of December 31, 2021, there were no outstanding preferred stock warrants.

Contingent Put Option Liability

The contingent put option liability consists of the fair value of the contingent interest feature and acceleration clause (contingent put option) under the 2019 Loan Agreement and 2021 Loan Agreement (see Note 8). The fair value of the contingent put option liability was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the contingent put option liability utilized a risk-neutral valuation model wherein the fair value of the underlying debt facility is estimated, both with and without the presence of the default provisions, holding all other assumptions constant. The Company assesses these assumptions and estimates at least annually as additional information impacting the assumptions are obtained. Changes in the fair value of the contingent put option liability are recognized in other income (expense) as part of the change in fair value of derivative liabilities in the consolidated statements of operations and comprehensive loss. The significant inputs not observable in the market consist of the adjusted market rate of debt and the probability of default. As of December 31, 2021 and 2020, the adjusted market rate of debt was 4.24% and 7.23%, respectively and the probability of default was 21% and 39%, respectively. A significant change in those inputs could cause a significant change in valuation.

Success Fee Contingent Liability

The success fee contingent liability consists of the fair value of contingent obligation to pay the lender a success fee of $0.8 million upon a Liquidity Event under the 2019 Loan Agreement (see Note 8). Due to the Company’s IPO on June 18, 2021, the fair value of the success fee contingent liability was classified as a Level 1 input due to the use of an observable market quote in an active market. The success fee was paid in full in July 2021, and the liability was extinguished. As of December 31, 2020, the fair value of the success fee contingent liability was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the success fee contingent liability utilized a liquidity event scenario analysis, discounted at the Company’s cost of capital. This analysis consists of both the probability adjusted fair value of the success fee based on liquidity scenarios, and the risk adjusted present value of the success fee, discounted at the Company’s cost of capital on the valuation date to take into account the risk of achieving the liquidity scenarios. The Company assesses these assumptions and estimates at least annually as additional information impacting the assumptions is obtained. Changes in the fair value of the success fee contingent liability are recognized in other income (expense) as part of the change in fair value of derivative liabilities in the consolidated statements of operations and comprehensive loss.

The following table provides a roll-forward of the aggregate fair value of the Company’s derivative liabilities for which fair value is determined using Level 3 inputs (in thousands):


	Participation right liability		Warrant liability		Contingent put liability		Success fee contingent liability
Fair value at December 31, 2019	$	—	$	169	$	106	$	379
Change in fair value	420		425		(55)		89
Fair value at December 31, 2020	420		594		51		468
Change in fair value	(30)		1,854		(195)		282
Issuance of liability	—		322		303		—
Extinguishment of liability	(390)		(2,770)		(51)		—
Transfer out of Level 3 to Level 1	—		—		—		(750)
Fair value at December 31, 2021	$	—	$	—	$	108	$	—

For the years ended December 31, 2021 and 2020, the Company recorded a change in fair value of derivative liabilities included in other expense of $1.5 million and $0.9 million, respectively.

- 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

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

INVENTORY

Inventories include material, labor and overhead and are stated at the lower of cost (first-in, first-out method) or net realizable value. The components of inventory are as follows as of December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020
Raw materials	$	962	$	299
Work in process and sub-assemblies	896		201
Finished goods	510		101

Total	$	2,368	$	601

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following on December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020
Machinery and equipment	$	2,589	$	1,315
Computer hardware and software	29		6
Leasehold improvements	95		32
Construction in progress	1,536		102
Total	4,249		1,455
Less: Accumulated depreciation and amortization	(793)		(766)
Total property and equipment, net	$	3,456	$	689

Depreciation expense for the years ended December 31, 2021 and 2020 was $0.5 million and $0.4 million, respectively, and is included in operating expenses.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

As part of the March 8, 2019 transaction (see Note 1) and the Eton acquisition (See Note 1 and Note 15), the Company acquired intangible assets with resulting goodwill. The resulting goodwill carries a value of approximately $14.3 million. Due to the recent decline in global economic and labor market conditions caused by the global outbreak of the COVID-19 pandemic, the Company considered the effects on its goodwill and determined that there was no material significant impact that would cause a change in its analysis. There were no other events or circumstances that have changed since the last annual assessment that could reduce the fair value of the Company’s reporting segments below its carrying values.

For the years ended December 31, 2021 and 2020, the Company has not recorded any impairment of goodwill.

Other Intangible Assets

Other intangible assets acquired as a part of the March 8, 2019 transaction (see Note 1) include the rights to technology and the SGI-DNA trade name. The Company engaged an independent consultant to value the intangible assets and to determine the useful lives. The technology was valued at approximately $3.2 million with a seven year useful life and the SGI-DNA trade name at approximately $0.1 million with a three year useful life. During 2020, the Company changed its name to Codex DNA, Inc. (See Note 1), and as a result the amount allocated to the trade name of $0.1 million was deemed impaired and written off in April 2020.

The Company acquired $0.5 million of additional intangible assets as a part of the Eton acquisition with useful lives ranging from 3 to 15 years (see Note 15).

Amortization expense related to the intangible assets for the each of the years ended December 31, 2021 and 2020 was approximately $0.5 million.

The following table summarizes the estimated future amortization expense of the intangible assets (in thousands):


Years ending December 31:
2022	$	515
2023	515
2024	510
2025	478
2026	103
Thereafter	276
Total	$	2,397

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

As of December 31, 2021, the Company had seven outstanding leases for office and laboratory space and scientific manufacturing equipment. The leases have terms between 9 and 70 months. Included among these are five leases for office and laboratory space assumed by the Company in connection with the Eton acquisition in November 2021 (Note 15).

Corporate Headquarters

In September 2021, the Company entered into the Wateridge Pointe lease for future office and laboratory space and concurrently signed a second amendment to the operating lease agreement for its corporate headquarters located at 9535 Waples Street, San Diego, California (the Second Amendment). Under the Second Amendment, the lease at 9535 Waples Street will terminate upon the occupancy of office and laboratory space at 10421 and 10431 Wateridge Circle, San Diego, California, which will occur subsequent to the renovation and build-out of the spaces. The Wateridge Pointe lease provides for a tenant improvement (TI) allowance for the renovation and build-out of the spaces up to $185.00 per square foot, or approximately $12.3 million, with an additional allowance of up to $10.00 per square foot, or approximately $0.7 million if properly requested by the Company. The lessor is solely responsible for the management and payment of the tenant improvements and these expenses will be recorded as lessor improvements per ASC 842 guidance. Rent for the Wateridge Pointe lease will be approximately $3.9 million per year beginning upon lease commencement, subject to annual increases of 3%. The Wateridge Pointe lease provides for a 10 year and 3 month term and the Company is entitled to one option to extend the lease term for an additional five years. Occupancy of 10421 and 10431 Wateridge Circle and the corresponding termination of the lease at 9535 Waples Street are expected to occur in the second half of 2022.

Upon the execution of the Second Amendment, which was deemed to be a lease modification, the Company re-evaluated the assumptions made at the original lease commencement date. The Company determined the Second Amendment consists of a single contract under ASC 842. Accordingly, the Company bifurcated the components of the modified lease. Upon execution of the Second Amendment the Company adjusted the right-of-use asset and lease liability for the reduced term of the 9535 Waples Street lease component. In addition the Company will record a right-of-use asset and lease liability on the commencement date of the 10421 and 10431 Wateridge Circle lease components.

Equipment

The Company entered into finance lease agreements for equipment in November 2017 (the 2017 Equipment Lease), January 2018 (the 2018 Equipment Lease), and in March 2019 (the 2019 Equipment Lease). The terms of the leases commenced when the equipment was delivered which occurred in the same months and years as above, respectively, and accordingly the related right-of-use assets and lease liabilities were recognized on the consolidated balance sheets at their respective commencement dates. The November 2017 Equipment Lease is scheduled to expire on October 1, 2022, the 2018 Equipment Lease on December 31, 2022, and the March 2019 Equipment Lease expired on April 25, 2021.

Summary of Lease Cost

The components of lease cost under ASC 842 are as follows (in thousands):


	December 31,
	2021		2020
Lease costs
Finance lease cost:
Payment of finance lease liability	$	81	$	107
Interest on lease liabilities	9		17
Amortization of right-of-use asset	666		591
Variable lease cost	475		350
Total lease cost	$	1,231	$	1,065

Supplemental disclosure of cash flow information related to leases are as follows (in thousands):


	December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,031	$	826
Operating cash flows from finance leases	$	9	$	17
Financing cash flows from finance leases	$	81	$	107

The weighted-average remaining lease term and discount rate were as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Finance leases	1.0 years		1.8 years
Operating leases	3.9 years		4.1 years
Weighted-average discount rate
Finance leases	7.7	%	7.9	%
Operating leases	8.5	%	8.9	%

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating		Finance
2022	$	1,310	$	85
2023	388		—
2024	323		—
2025	333		—
2026	343		—
Thereafter	307		—
Total future minimum lease payments	3,004		85
Less: imputed interest	(454)		(4)
Present value of operating lease liability	$	2,550	$	81

Less: current portion of lease liability	$	(1,156)	$	(81)
Non-current portion of lease liability	$	1,394	$	—

The table above excludes an estimated $45.1 million of legally binding minimum lease payments to be made over a period of approximately 10 years for the lease at 10421 and 10431 Wateridge Circle, San Diego, California that has been executed but not yet commenced as of December 31, 2021. Commencement of the lease at 10421 and 10431 Wateridge Circle is expected to occur in the second half of 2022.

LEASES

Corporate Headquarters

Equipment

Summary of Lease Cost

The components of lease cost under ASC 842 are as follows (in thousands):


	December 31,
	2021		2020
Lease costs
Finance lease cost:
Payment of finance lease liability	$	81	$	107
Interest on lease liabilities	9		17
Amortization of right-of-use asset	666		591
Variable lease cost	475		350
Total lease cost	$	1,231	$	1,065

Supplemental disclosure of cash flow information related to leases are as follows (in thousands):


	December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,031	$	826
Operating cash flows from finance leases	$	9	$	17
Financing cash flows from finance leases	$	81	$	107

The weighted-average remaining lease term and discount rate were as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Finance leases	1.0 years		1.8 years
Operating leases	3.9 years		4.1 years
Weighted-average discount rate
Finance leases	7.7	%	7.9	%
Operating leases	8.5	%	8.9	%

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating		Finance
2022	$	1,310	$	85
2023	388		—
2024	323		—
2025	333		—
2026	343		—
Thereafter	307		—
Total future minimum lease payments	3,004		85
Less: imputed interest	(454)		(4)
Present value of operating lease liability	$	2,550	$	81

Less: current portion of lease liability	$	(1,156)	$	(81)
Non-current portion of lease liability	$	1,394	$	—

Notes Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

NOTES PAYABLE

Loan and Security Agreement

As of December 31, 2021 and 2020, the loans payable on the consolidated balance sheets pertains to the Loan and Security Agreement with Silicon Valley Bank and the Loan and Security Agreement with Oxford, respectively, and consists of the following (in thousands):


	December 31,
	2021		2020
Principal amount of loans payable	$	15,000	$	5,000
Less: Current portion of loans payable	(603)		(1,333)
Loans payable, net of current portion	14,397		3,667
Accrued Interest	94		90
Final debt payment liability	400		287
Debt discount and financing costs, net of accretion	(803)		(691)
Loans payable, net of discount and current portion	$	14,088	$	3,353

2019 Loan and Security Agreement

On September 5, 2019, the Company entered into a Loan and Security Agreement with Oxford Finance LLC as the lender (the 2019 Loan Agreement). Under the 2019 Loan Agreement the Company borrowed a total of $5.0 million in secured loans. These loans were repaid in full in March 2021 with the proceeds from the 2021 Loan Agreement. In connection with the repayment, the Company recognized a loss on debt extinguishment of $0.6 million which is included in other expense, net in the consolidated statements of operations and comprehensive loss. These loans bore interest at the greater of (i) 8.79% per annum and (ii) the sum of (a) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) 6.38%. They would have matured on October 1, 2023 and were secured by substantially all of the Company’s assets, other than intellectual property, which was subject to a negative pledge. Payments on the loans were interest-only until May 1, 2021, followed by equal monthly principal payments and accrued interest through the scheduled maturity date of October 1, 2023.

In connection with the 2019 Loan Agreement, the Company had a contingent obligation to pay Oxford a success fee of $0.8 million upon the completion of the Company’s IPO. The Company had also identified a bifurcated compound derivative liability related to a contingent interest feature and acceleration clause (contingent put option). The fair value of the success fee and the contingent put option were recorded within derivative liabilities on the consolidated balance sheets and corresponding discount to the loans under the 2019 Loan Agreement. The Company remeasured both liabilities to fair value at each reporting date, and recognized changes in the fair value as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. The Company continued to recognize changes in the fair value of the success fee contingent liability until the success fee was paid. The success fee contingent liability was paid in full during in July 2021. The contingent put option liability was extinguished when the 2019 Loan Agreement was terminated in March 2021.

2021 Loan Agreement

On March 4, 2021, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (SVB) as the lender (the 2021 Loan Agreement). Under the 2021 Loan Agreement, the Company borrowed a $15.0 million senior secured term loan, the proceeds of which were used to repay all existing obligations under the 2019 Loan Agreement, with the remaining proceeds available for working capital and general corporate purposes. Under the 2021 Loan Agreement, SVB may elect to make a second term loan to the Company in a principal amount up to but not exceeding $5.0 million, as SVB may determine in its sole discretion.

In connection with the 2021 Loan Agreement, the Company issued to SVB a warrant to purchase a number of shares of preferred stock (the Preferred Warrant). The Preferred Warrant was exercisable into the number of preferred shares equal to approximately $0.2 million divided by the applicable warrant price. The Preferred Warrant also provides for the grant of additional shares upon the disbursement of an advance under the 2021 Loan Agreement. Such additional shares will be equal to 1.5% of the principal amount of the advance divided by the warrant price. The Preferred Warrant was exercisable at the original purchase price of the Series A-1 convertible preferred stock. When the Series A-1 convertible preferred stock in which the warrant would have been exercisable into converted into common stock, the warrant holder gained the right to exercise the warrant for such number of shares of common stock into which the preferred shares would have converted into had they been exercised prior to the conversion. The Preferred Warrant was exercised in June 2021 in exchange for 51,409 shares of common stock.

The term loan bears interest at a per annum rate equal to the greater of (a) 4.0% above the prime rate and (b) 7.25%. The interest rate as of March 5, 2021 was 7.25% per annum. The loan is secured by substantially all of the Company’s assets, other than intellectual property. The Company has agreed not to encumber its intellectual property assets, except as permitted by the 2021 Loan Agreement. For the year ended December 31, 2021, the effective interest rate on outstanding borrowings was approximately 10.15%.

The term loan matures on January 1, 2024; provided, the loan maturity date will be extended by one year to January 1, 2025, if SVB is satisfied that the Company has achieved at least $4.0 million in trailing three-month instruments and reagents revenue for any three-month period occurring after March 4, 2021 but ending on or before December 31, 2021, subject to confirmatory lender calls.

Payments on the term loan are interest-only until February 1, 2022, followed by equal principal payments and monthly accrued interest payments through the scheduled maturity date; provided, the interest-only period may be extended to August 1, 2022 if SVB is satisfied that we have achieved at least $4.0 million in trailing three-month instruments and reagents revenue for any three-month period occurring after March 4, 2021, but ending on or before December 31, 2021, subject to confirmatory lender calls.

The Company may elect to prepay the term loan, in whole but not in part, at any time. If the Company elects to voluntarily prepay the term loan before the scheduled maturity date, the Company is required to pay the lender a prepayment fee, equal to 3.0% of the then outstanding principal balance if the prepayment occurs on or before March 4, 2022, 2.0% of the outstanding principal balance if the prepayment occurs after March 4, 2022, but on or before March 4, 2023, or 1.0% of the outstanding principal balance if the prepayment occurs after March 4, 2023, but on or before the scheduled maturity date. No prepayment fee is applicable to a mandatory prepayment of the loan upon an acceleration of the loan. Upon a voluntary or mandatory prepayment of the loan, the Company is also required to pay SVB’s expenses and all accrued but unpaid interest on the loan through the prepayment date.

A final payment (the Final Payment) equal to $0.4 million will be due at the earlier of the maturity date, acceleration of the loan, or a voluntary or mandatory prepayment of the loan. The Final Payment is being accrued through interest expense using the effective interest method.

Under the 2021 Loan Agreement, the Company agrees to maintain as of the last day of each month, certain consolidated trailing three-month minimum revenue levels as set forth in the 2021 Loan Agreement. In August 2021, the 2021 Loan

Agreement was amended to change the monthly compliance reporting to quarterly reporting. For the three months ended September 30, 2021, the Company was not in compliance with the trailing three-month minimum revenue requirement. In November 2021, the Company further amended the 2021 Loan Agreement so that the trailing three-month minimum revenue requirement begins December 31, 2021 and once the Company’s cash balance falls below $55.0 million. Additionally, the interest-only period was extended until August 1, 2022 and the maturity date was amended to January 1, 2025, provided the interest-only period may be extended to January 1, 2023 if SVB is satisfied the Company has achieved the revenue milestone as per the second amendment, subject to confirmatory lender calls. The Company assessed the amendment to the 2021 Loan Agreement under ASC 470 and determined that the amendment met the criteria of a debt modification. The Company accounted for the change prospectively.

The 2021 Loan Agreement includes customary representations and covenants that, subject to exceptions and qualifications, restrict the Company’s ability to do the following things: engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; engage in businesses that are not related to the Company’s existing business; add or change business locations; incur additional indebtedness; incur additional liens; make loans and investments; declare dividends or redeem or repurchase equity interests; and make certain amendments or payments in respect of any subordinated debt. In addition, the 2021 Loan Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our bank accounts, protection of our intellectual property, reporting requirements, compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries. The Company is in compliance with its covenants as of December 31, 2021.

The 2021 Loan Agreement also includes customary indemnification obligations and customary events of default, including, among other things, payment defaults, breaches of covenants following any applicable cure period, material misrepresentations, a failure of the loans or the lender’s security interest in the collateral to have the priority as required under the 2021 Loan Agreement, a material adverse change as defined in the 2021 Loan Agreement (including without limitation as a result of a government approval having been revoked, rescinded, suspended, modified or not renewed), certain material judgments and attachments, and events relating to bankruptcy or insolvency.

The 2021 Loan Agreement also contains a cross default provision under which, if a third party (under any agreement) has a right to accelerate indebtedness greater than $0.5 million, the Company would be in default of the 2021 Loan Agreement. During the continuance of an event of default, SVB may apply a default interest rate of an additional 5% to the outstanding loan balances, and SVB may declare all outstanding obligations immediately due and payable and may exercise other rights and remedies as set forth in the 2021 Loan Agreement and related loan documents. Acceleration would result in the payment of all outstanding loans, any default interest charged by the lender, all expenses of the lender and the Final Payment.

The Company bifurcated a compound derivative liability related to the contingent interest feature and acceleration clause (contingent put option) under the 2021 Loan Agreement. The contingent put option liability was valued and separately accounted for in the Company’s consolidated financial statements. The contingent put option liability is classified as a component of derivative liabilities on the consolidated balance sheets. As of December 31, 2021, the estimated fair value of the contingent put option liability was $0.1 million, which was determined by using a risk-neutral valuation model wherein the fair value of the underlying debt facility is estimated, both with and without the presence of the default provisions, holding all other assumptions constant (see Note 3).

As of December 31, 2021, the estimated future principal payments due were as follows:


Estimated future principal payments due
2022	$	—
2023	7,500
2024	7,500
Total	$	15,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITYOn June 18, 2021, the Company completed its IPO of 7,666,664 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 999,999 additional shares of common stock, for aggregate gross proceeds of $122.7 million. The Company’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “DNAY” on June 18, 2021. The Company received $112.5 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Upon closing of the IPO, all outstanding convertible preferred stock converted into 15,079,329 shares of common stock and SGI’s outstanding warrants were automatically exercised into 1,201,059 shares of common stock. Subsequent to the closing of the IPO, all outstanding warrants issued pursuant to the 2021 Loan Agreement were exercised into 51,409 shares of common stock.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

For the year ended on December 31, 2021 and 2020, the Company recorded stock-based compensation expense of approximately $1.1 million and $43,000, respectively. No income tax benefit was recognized in the accompanying consolidated statements of operations and comprehensive loss for the Company’s equity incentive plan.

The Company’s Board of Directors approved the adoption of the SGI-DNA, Inc. 2019 Stock Plan (the 2019 Plan) in March 2019. The 2019 Plan permitted the Company to grant up to 5,544,187 shares for options and restricted stock units of the Company’s common stock. On March 3, 2021, the Company’s Board of Directors and stockholders approved the termination of the 2019 Plan and the adoption of the 2021 Equity Incentive Plan (the 2021 Plan). 6,000,000 shares of common stock were reserved for issuance under the 2021 Plan.

The 2021 Plan provided for the grant of incentive and non-statutory stock options to employees, non-employee directors and consultants of the Company. Options granted under the 2019 Plan and 2021 Plan generally become exercisable over a 4-year period following the date service begins and expire 10 years from the date of grant. The exercise price of incentive stock options granted under the 2019 Plan and 2021 Plan must be at least equal to 100% of the fair value of the Company’s common stock at the date of the grant, except for greater than 10% stockholders for which the exercise price of incentive stock options granted under the 2019 Plan and 2021 Plan must be at least equal to 110% of the fair value of the Company’s common stock at the date of the grant, as determined by the Board of Directors. The exercise price of non-statutory options granted under the 2019 Plan and 2021 Plan must be at least equal to 100% of the fair value of the Company’s common stock at the date of grant, as determined by the Board of Directors. The 2019 Plan and 2021 Plan granted the Company a right of first refusal to repurchase shares issued under the plan at a price set by the optionee, which right terminated upon the IPO. As of December 31, 2021 and 2020, there were no outstanding shares subject to these repurchase rights.

Effective in connection with the IPO, the Company established the 2021 Employee Stock Purchase Plan (the ESPP). The maximum number of shares of common stock that may be issued under the ESPP was initially 350,000. Additionally, the number of shares reserved and available for issuance under the ESPP automatically increases each January 1, beginning on January 1, 2022 and each January 1 thereafter, by the lesser of (i) 1,050,000 shares of common stock, (ii) 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (iii) such smaller number of shares of common stock as the Company’s board of directors may designate. As of December 31, 2021, the number of shares of common stock that may be issued under the ESPP is 350,000.

The ESPP enables eligible employees to purchase shares of common stock of the Company at the end of each offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Participation in the ESPP is voluntary. Eligible employees become participants in the ESPP by enrolling in the plan and authorizing payroll deductions. At the end of each offering period, payroll deductions that have accumulated are used to purchase shares of the Company’s shares at the discounted price. The Company makes no contributions to the ESPP. A participant may withdraw from the ESPP or suspend contributions to the ESPP. If the participant elects to withdraw during an offering, all contributions are refunded as soon as administratively practicable. If a participant elects to withdraw or suspend contributions, they will not be able to re-enroll in the current offering but may elect to participate in future offerings. The ESPP purchases only whole shares of the Company’s shares. The Company’s first ESPP offering period began December 1, 2021 and will end on June 1, 2022, with a second offering period commencing on June 1, 2022. Subsequent offering periods will be on a rolling six-month basis.

As of December 31, 2021, no shares of common stock have been issued under the ESPP. Share-based compensation expense related to the ESPP of $39,000 for the year ended December 31, 2021 was recorded in operating expenses.

In June 2021, the Company established the 2021 Stock Incentive Plan (the 2021 SIP). The 2021 SIP became effective on the effective date of the IPO, at which time the Company ceased granting awards under the 2021 Plan. The 2021 SIP allows the Company’s compensation committee to grant equity-based awards to the Company’s employees, directors and consultants. A total of 3,500,000 shares of common stock were initially reserved for issuance under the 2021 SIP, plus the number of shares (not to exceed 2,459,970 shares) consisting of (i) the shares of common stock that were available for the issuance of awards under the 2021 Plan at the time the 2021 SIP became effective, which ceased to be available for future issuance under the 2021 Plan at such time and (ii) any shares subject to outstanding options or other share awards that were granted under the 2019 Plan and the 2021 Plan that terminate or expire prior to exercise or settlement; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved and available for issuance under the 2021 SIP automatically increases each January 1, beginning on January 1, 2022 and each January 1 thereafter by the lesser of

5,250,000 shares or 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. As of December 31, 2021, the number of shares of common stock reserved for issuance under the 2021 SIP is 3,350,226.

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the years ended December 31, 2021 and 2020 are as follows:


	Number of options	Weighted average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Balances at December 31, 2019	705,548	$	0.55	9.5	$	117
Options granted	303,065	0.72
Options exercised	(23,957)	0.49
Options cancelled	(224,497)	0.64
Balances at December 31, 2020	760,159	$	0.60	8.7	$	2,884
Options granted	2,340,264	6.83
Options exercised	(296,160)	0.59
Options cancelled	(253,279)	2.86
Balances at December 31, 2021	2,550,984	$	6.09	9.1	$	12,417
Vested and expected to vest at December 31, 2021	1,919,893	$	5.83	9.1	$	9,828
Vested and expected to vest at December 31, 2020	760,159	$	0.60	8.7	$	2,884
Exercisable at December 31, 2021	234,967	$	2.09	8.2	$	2,048
Exercisable at December 31, 2020	256,888	$	0.56	8.5	$	988

There were 2,340,264 and 303,065 options granted during the years ended December 31, 2021 and 2020, respectively. The weighted average grant date calculated fair value of options granted during the years ended December 31, 2021 and 2020 was $4.05 and $0.26 per share, respectively.

The calculated value of option grants during the years ended on December 31, 2021 and 2020 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	Year Ended December 31,
	2021		2020
Risk free interest rate	1.2	%	1.1	%
Expected dividend yield	—	%	—	%
Expected term (in years)	6.4 years		6.1 years
Expected volatility	39.9	%	36.4	%

Stock-based compensation expense related to stock options was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	25	$	13
Sales and marketing	93		5
General and administrative	929		25
Total	$	1,047	$	43

As of December 31, 2021, total unrecognized stock-based compensation expense related to unvested stock-based awards was $5.6 million, which is expected to be recognized over a weighted average period of 3.4 years.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

The domestic and foreign components of pre-tax loss for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Domestic	$	(39,026)	$	(18,011)
Foreign	81		1
Total	$	(38,945)	$	(18,010)

The Company had no current or deferred federal and state income tax expense or benefit for the years ended December 31, 2021 and 2020 because the Company generated net operating losses, and currently management does not believe it is more likely than not that the net operating losses will be realized. The Company’s non-U.S. tax obligation is primarily for business activities conducted through the United Kingdom subsidiary for which taxes were determined to be immaterial and accordingly, such amounts were excluded from the following tables.

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2021		2020
Federal statutory income (benefit) tax rate	(21.0)	%	(21.0)	%
State income taxes, net of federal benefit	(3.7)		(4.9)
Change in valuation allowance	23.7		27.2
Permanent items	1.2		1.2
Tax credits	(0.2)		(2.5)
Effective income tax rate	—	%	—	%

The components of our deferred tax assets and liabilities on December 31, 2021 and 2020 consisted of (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	15,555	$	7,045
Research and development tax credit carryforwards	915		865
Stock based compensation	168		—
Accruals and other	666		303
	17,304		8,213
Valuation Allowance	(16,749)		(7,554)
Total deferred tax assets	555		659
Deferred tax liabilities:
Fixed assets	(62)		(80)
Intangibles	(493)		(579)
Total deferred tax liabilities	(555)		(659)
Net deferred tax assets	$	—	$	—

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are composed principally of net operating loss carryforwards. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of its federal and state net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021 and 2020. The Company reevaluates the positive and negative evidence at each reporting period.

The changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020, related primarily to the increases in net operating loss carryforwards, research and development tax credits generated and accruals.

The valuation allowance increased by $9.2 million and $4.9 million during the years ended December 31, 2021 and 2020, respectively.

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). On December 21, 2020, the U.S. Congress passed the Consolidation Appropriations Act, 2021 (the CAA Act). The tax provisions under the CARES Act and CAA Act, do not have a material impact on the financial statements for the years ended December 31, 2021 and 2020 given the existence of the full valuation allowance.

On June 29, 2020 California Assembly Bill 85 (AB 85) was signed into law, which suspends the use of California net operating losses and limits the use of California research tax credits for tax years beginning in 2020 and before 2023. The Company does not expect the suspension of net operating losses and the restriction of research tax credits to have a significant impact on the financial statements.

As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss carryforwards of $62.1 million and $28.4 million, respectively. The federal net operating loss carryforwards of $1.3 million, generated before January 1, 2018, will begin to expire in 2034 and the other $60.8 million will carryforward indefinitely but are subject to an 80% taxable income limitation. The Company also had federal research and development tax credit carryforwards of approximately $0.7 million which will begin to expire in 2039, if not utilized.

As of December 31, 2021 and 2020, the Company had state net operating loss carryforwards of $38.5 million and $15.9 million, respectively. The state net operating loss carryforwards of $38.5 million will begin to expire in 2029.

The Company also had California research and development tax credit carryforwards of approximately $0.6 million which do not expire.

The utilization of net operating losses and tax credit carryforwards may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code (the Code), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change net operating losses and other tax attributes otherwise available to offset future taxable income or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling 3-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of Code Section 382 and 383 have occurred. If such ownership change has occurred, the Company’s ability to use its net operating losses or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect.

The Company recognizes the financial statements benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s policy is to record interest associated with uncertain tax positions as interest expense and related penalties in general and administrative expenses.

The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2021 and 2020 (in thousands):


Balance as of December 31, 2019	$	74
Increase of unrecognized tax benefits taken in prior years	—
Increase of unrecognized tax benefits taken in current year	242
Balance as of December 31, 2020	316
Increase of unrecognized tax benefits taken in prior years	(36)
Increase of unrecognized tax benefits taken in current year	58
Balance as of December 31, 2021	$	338

If the Company is able to recognize these uncertain tax positions, the unrecognized tax benefits would not impact the effective tax rate if the Company applies a full valuation allowance against the deferred tax assets, as provided in the Company’s current policy.

The Company had not incurred any material tax interest or penalties as of December 31, 2021. The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions, and the United Kingdom. There are no ongoing examinations by taxing authorities at this time. The Company’s tax years 2014 through 2021 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. The Company’s 2020 and 2021 tax years will remain open for examination by the United Kingdom tax authority for one year from the filing deadline.

- Definition

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

+ References

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

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

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

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

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

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

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

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

+ Details

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Litigation The Company may become involved in various claims, suits, and legal proceedings from time to time in the ordinary course of its business. The Company accrues a liability when it believes that it is both probable and the amount of loss can be reasonably estimated. While the outcome of such claims, lawsuits or other proceedings cannot be predicted with certainty, management expects that any liability, to the extent not provided for by insurance or otherwise, will not have a material adverse effect on the Company’s consolidated financial position or results of operations. Codexis Trademark Litigation In May 2020 Codexis, Inc. (Codexis) filed a complaint against the Company relating to its CODEX DNA name based on Codexis’ rights in the CODEX and CODEXIS mark in the U.S. District Court, Northern District of California for federal and common law trademark infringement and unfair competition/false designation (the Complaint). Codexis seeks injunctive relief, including that the Company cease all use of the term CODEX and any other trademark confusingly similar to the marks CODEX and CODEXIS and not apply for registration of or register the CODEX mark or any other mark confusingly similar to the CODEX or CODEXIS marks, transfer to Codexis all domain names and social media accounts/user names that include the term “codex” and pay damages (consisting of Codexis’s actual damages, a disgorgement of the Company’s profits and punitive damages as permitted by California common law) as well as attorneys’ fees and costs. The Company has been defending the case. If the Company cannot resolve the matter with Codexis, then a jury trial is scheduled to begin in May 2022. Eurofins Pharma Non-Competition/Non-Solicitation Litigation In October 2018, Eurofins Pharma US Holdings II, Inc. (EPUSH II) and Eurofins DiscoverX Corporation (Eurofins DiscoverX) (collectively, Plaintiffs) filed a complaint against Todd R. Nelson, SGI-DNA, Inc. (SGI-DNA, which is the Company’s prior name) and Synthetic Genomics, Inc. (the Company’s former parent company, and together with Dr. Nelson and SGI-DNA, the Defendants) to enforce non-competition and non-solicitation provisions of an agreement. The complaint, filed in the Superior Court of California, County of San Diego, charges Dr. Nelson with breach of contract, SGI-DNA with tortious interference, and both with unfair competition. The complaint seeks permanent injunctive relief, monetary damages and other equitable relief (including restitution) against the Defendants. The civil jury trial, initially scheduled for April 24, 2020, and rescheduled to August 27, 2021, is now a bench trial that is scheduled to begin May 6, 2022. It is not possible at this time to assess whether the outcome of these complaints will have a material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with ASC 450, the Company has not accrued any accrual for a contingent liability associated with these legal proceedings based on its belief that a liability, while possible, is not probable nor estimable, and any range of potential contingent liability amounts cannot be reasonably estimated at this time. Contingencies As described in the above Note 8, the Company had a success fee contingent liability to a creditor that required a payment of $0.8 million. This contingent liability was recorded at its fair value of $0.5 million at December 31, 2020 and was paid in full in July 2021. Leases The Company’s non-cancelable lease commitments are described in Note 7.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts:):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss	$	(38,958)	$	(18,010)
Net loss attributable to common stockholders	$	(38,958)	$	(18,010)
Denominator:
Weighted average common stock outstanding - basic and diluted	18,222,495		5,001,538
Net loss per share attributable to common stockholders - basic and diluted	$	(2.14)	$	(3.60)

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Year Ended December 31,
	2021	2020
Series Z convertible preferred stock (as converted to common stock)	—	2,500,000
Series A convertible preferred stock (as converted to common stock)	—	7,599,274
Series A-1 convertible preferred stock (as converted to common stock)	—	4,980,055
Warrants to purchase common stock	—	1,081,745
Warrants to purchase Series A-1 convertible preferred stock (as converted to common stock)	—	154,022
Stock options to purchase common stock	2,550,984	760,159
Total	2,550,984	17,075,255

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONOn November 18, 2021, the Company entered into a Share Purchase Agreement, with the stockholders of EtonBio Inc., a California corporation (“Eton”), pursuant to which, the Company agreed to purchase all of the outstanding shares of capital stock of Eton. The total purchase price was approximately $13.6 million, which was funded with the Company’s existing cash on hand. Eton is a San Diego-based biotech company specializing in synthetic biology products and services,

including DNA sequencing and oligo synthesis, for the global academic research, pharmaceutical, and biotechnology industries. Eton also markets DNA prep services and products such as antibodies, peptides, and metabolism assay kits. The Eton acquisition has been accounted for as a business combination in accordance with ASC 805.

The assets acquired and liabilities assumed in connection with the Eton acquisition were recorded at their fair values on the date of acquisition as follows (in thousands):


Cash	$	393
Accounts receivable	664
Inventory	305
Other current assets	79
Property and equipment, net	1,388
Other long-term assets	28
Goodwill	10,833
Intangible assets	530
Accounts payable, accrued employee expenses and other accrued liabilities	(389)
Deferred revenue, current portion	(252)
Total purchase consideration	$	13,579
Less: Acquired cash	(393)
Purchase of Eton, net of cash acquired	13,186

The excess of the purchase price over the fair values of the net identifiable tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits as a result of the acquisition that will enhance the services available to both new and existing customers and increase the Company’s competitive position.

The following table sets forth the amounts allocated to the intangible assets identified and the estimated useful lives of those intangible assets as of the date of acquisition (in thousands):


	Fair value		Useful life (in years)
Trade name	$	80	3
Customer relationships	420		15
Non-competition agreements	30		3
Total intangible assets acquired	$	530

The intangible assets acquired are expected to be amortized over their useful lives on a straight-line basis.

As part of the Eton acquisition, the Company incurred acquisition-related costs of $0.3 million which were recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

As of the date of the Eton acquisition, the Company’s consolidated statements of operations and comprehensive loss includes the results of the acquired Eton business unit. For the year ended December 31, 2021, revenue of $0.5 million and net loss of $0.2 million have been included in the Company’s consolidated statement of operations and comprehensive loss.

The unaudited supplemental pro forma financial results below for the years ended December 31, 2021 and 2020, combine the consolidated results of the Company and the Eton business unit, giving effect to the Eton acquisition as if it had been completed on January 1, 2020. This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2020, or any other date (in thousands).


	Year Ended December 31,
	2021		2020
Pro forma revenue	$	17,094	$	12,104
Pro forma net loss	$	(38,228)	$	(17,616)

The unaudited pro forma financial information in the table above summarizes the combined results of our operations and the Eton business unit, on a pro forma basis, as though we had acquired the Eton business unit on January 1, 2020. The unaudited pro forma financial information for all periods presented also includes the effects of business combination accounting resulting from the acquisition, amortization expense from acquired intangibles assets, and reversal of the acquisition-related expenses in the period incurred and recognition of the acquisition-related expenses in the prior period.

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
RETIREMENT PLAN	RETIREMENT PLANThe Company has a retirement saving plan (the 401(k) Plan) that allows participating employees to defer a portion of their annual compensation on a pretax basis. The Company made no contributions to the 401(k) Plan for the years ended December 31, 2021 and 2020.

Collaboration	12 Months Ended
Collaboration	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
COLLABORATION	COLLABORATION In December 2021, the Company entered into a Research Collaboration and License Agreement (Pfizer Agreement) with Pfizer Inc. (Pfizer), pursuant to which we agreed to collaborate with Pfizer to further develop our novel enzymatic DNA synthesis technology for Pfizer’s use in its research and development of mRNA-based vaccines and biotherapies. The financial terms of the deal include an upfront payment from Pfizer to the Company, along with success-based technical milestone payments that could be earned in the near term. The Company is also eligible to receive additional milestone payments based on the achievement of specified development, regulatory and commercialization goals associated with any products developed from the application of the Company’s technology developed and licensed under the agreement. The Company granted Pfizer a non-exclusive, worldwide license to use the Company’s enzymatic DNA synthesis technology for purposes of researching, developing, manufacturing and commercializing pharmaceutical and biopharmaceutical products and a limited-time option to convert such license to exclusive for specific applications. If Pfizer exercises its option for these application(s) within the applicable period, then the license to Pfizer will become exclusive for products for such application(s); provided that Pfizer may later convert the particular application back to non-exclusive. Under the Pfizer Agreement, Pfizer made an upfront payment to us of $8.0 million and if the Company meets certain technical milestones, the Company will be eligible to receive an additional $10.0 million in near-term milestone payments associated with the Research Plan. In addition to the upfront payment and technical milestone payments, Pfizer has agreed to make milestone payments to the Company upon the products meeting certain clinical milestones, with each product (other than exclusive products) being eligible for milestone payments up to $20.0 million if it were to meet the applicable clinical milestones and the first exclusive product in each exclusive field being eligible for milestone payments up to $55.0 million if it were to meet the applicable clinical milestones. Pfizer has also agreed to pay the Company up to $60.0 million in sales milestones for products (other than exclusive products) if aggregate net sales of such products meet certain thresholds and up to $180.0 million in sales milestones for exclusive products if aggregate net sales of the exclusive products meet certain thresholds. Provided the Pfizer Agreement remains in place, Pfizer will also pay escalating royalties from a low to mid-fraction of one percent of net sales of all products. Pfizer’s obligations to pay royalties with respect to a product within a country will expire after specific criteria including such product no longer being covered by patent rights licensed to Pfizer by the Company in such country. Royalty payments are subject to reduction after the introduction of a biosimilar product in such country by a third party. The Company assessed the collaboration and license agreement in accordance with ASC 606, Revenue from Contracts with Customers, and concluded that Pfizer is a customer based on the agreement structure. The Company identified a single combined performance obligation under the arrangement which includes performance under the research plan, technology transfer between the parties, participation in the Joint Research Committee, research licenses exchanged by the parties and the non-exclusive commercial license. In addition, the Company identified a material right for the option granted to Pfizer to extend the research term by an additional year. The $8.0 million upfront payment represents the transaction price at inception. The Company determined that the $8.0 million upfront payment represents the entirety of the consideration to be included in the transaction price as of the outset of the arrangement. The potential milestone payments that the Company may have been eligible to receive were initially excluded from the transaction price at the outset of the arrangement because (i) all technical and development milestone payments did not meet the criteria for inclusion using the most-likely amount method and (ii) the Company recognizes as revenue sales-based milestones and royalties when the related sales occur. As of December 31, 2021 no milestones or royalties have been deemed likely to be achieved or have been achieved. In accordance with ASC 606, the Company allocated the transaction price, comprising the upfront payment of $8.0 million, based on the standalone selling price of the combined performance obligation and the material right. Based on Management's analysis, the material right was allocated $0.3 million of the transaction price, while the combined performance obligation was allocated $7.7 million of the transaction price. The $7.7 million of revenue allocated to the combined performance obligation will be recognized using the input method based on time elapsed as compared to the research term of 24 months, and the $0.3 million of revenue allocated to the material right will be recognized over the third year of services performed under the research plan in the event the option to extend the research plan is exercised, or when the option expires in the event the option to extend the research plan is not exercised. During the year ended December 31, 2021, the Company recognized $0.2 million of collaboration revenue.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONSDuring the years ended December 31, 2021 and 2020, the Company made payments to related parties of approximately $0.3 million and $0.2 million, respectively for payments to board members and services relating to intellectual property matters, including patent filings and patent prosecution.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company has evaluated subsequent events through March 23, 2022, the date these consolidated financial statements were issued and concluded there are no events to disclose.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principle of Consolidation

Use of Estimates

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable.

The Company maintains its cash with financial Institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits.

Cash and Cash Equivalents

Accounts Receivable

the allowance for doubtful accounts when they are deemed to be uncollectible.

Inventory

Inventories include material, labor and overhead and are stated at the lower of cost (first-in, first-out method) or net realizable value.

Property and Equipment

Intangible Assets

■March 2019 Acquisition

■Purchased technology: valued by management using an income approach.

■Trade name: valued by management using an income approach. The amount allocated to trade name was deemed impaired as the Company changed its name to Codex DNA, Inc. in 2020 (see Notes 1 and 6).

■Eton Acquisition

■Customer relationships: valued by management using an income approach.

■Trade name: valued by management using an income approach.

■Non-competition agreements: valued by management using an income approach.

Goodwill

Accounting for Long-Lived Assets

Accounting for Long-Lived AssetsThe Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group.

Business Combinations

Deferred Offering Costs and Deferred Financing Costs

Deferred Offering CostsThe Company capitalizes within other current assets certain legal, consulting and other third-party fees that are directly related to the Company’s in-process equity financings, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are immediately written off to operating expenses.

Deferred Financing Costs

Income Taxes

allowance. The Company recorded a valuation allowance against the deferred tax asset as the Company believes it is more likely than not that the deferred asset will not be utilized.The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest and penalties in general and administrative expenses.

Share-Based Compensation

Revenue Recognition

Product Revenue, Net

Product Returns

The Company does not generally offer customers the ability to return product and has received an immaterial amount of returns to date.

Royalties and Other Revenue

Warranties


Balance at December 31, 2019	$	145
Warranty revenue deferred	404
Warranty revenue recognized	(292)
Balance at December 31, 2020	257
Warranty revenue deferred	487
Warranty revenue recognized	(389)
Balance at December 31, 2021	$	355

The deferred revenue for warranties at December 31, 2021 and 2020 are summarized as follows (in thousands):


	December 31,
	2021		2020
Deferred warranty revenue, current portion	$	205	$	217
Deferred warranty revenue, net of current portion	150		40
Total deferred warranty revenue	$	355	$	257

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenue in the consolidated statements of operations and comprehensive loss.

Fair Value of Assets and Liabilities

Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Research and Development

Advertising

AdvertisingThe Company expenses the cost of advertising, including promotional expenses, as incurred.

Comprehensive Loss

Comprehensive LossComprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

Classification of Convertible Preferred Stock

Net Loss per Share

assuming the dilutive effect of common stock equivalents. For purposes of this calculation, outstanding stock options, unvested restricted common stock, and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of diluted net loss per share attributable to common stockholders if their effect is anti-dilutive. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive

Segment Information

Segments InformationOperating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (CODM), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer.

Recent Accounting Pronouncements Adopted and Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Deferred Revenue

The changes in deferred revenue for warranties during the years ended December 31, 2021 and 2020 are summarized as follows (in thousands):


Balance at December 31, 2019	$	145
Warranty revenue deferred	404
Warranty revenue recognized	(292)
Balance at December 31, 2020	257
Warranty revenue deferred	487
Warranty revenue recognized	(389)
Balance at December 31, 2021	$	355

The deferred revenue for warranties at December 31, 2021 and 2020 are summarized as follows (in thousands):


	December 31,
	2021		2020
Deferred warranty revenue, current portion	$	205	$	217
Deferred warranty revenue, net of current portion	150		40
Total deferred warranty revenue	$	355	$	257

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	Fair value measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	79,893	$	—	$	—	$	79,893
Total	$	79,893	$	—	$	—	$	79,893

Liabilities
Contingent put option liability	$	—	$	—	$	108	$	108
Total	$	—	$	—	$	108	$	108


	Fair value measurements as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Participation right liability	$	—	$	—	$	420	$	420
Warrant liability	—		—		594		594
Contingent put option liability	—		—		51		51
Success fee contingent liability	—		—		468		468
Total	$	—	$	—	$	1,533	$	1,533

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

The following table provides a roll-forward of the aggregate fair value of the Company’s derivative liabilities for which fair value is determined using Level 3 inputs (in thousands):


	Participation right liability		Warrant liability		Contingent put liability		Success fee contingent liability
Fair value at December 31, 2019	$	—	$	169	$	106	$	379
Change in fair value	420		425		(55)		89
Fair value at December 31, 2020	420		594		51		468
Change in fair value	(30)		1,854		(195)		282
Issuance of liability	—		322		303		—
Extinguishment of liability	(390)		(2,770)		(51)		—
Transfer out of Level 3 to Level 1	—		—		—		(750)
Fair value at December 31, 2021	$	—	$	—	$	108	$	—

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventory are as follows as of December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020
Raw materials	$	962	$	299
Work in process and sub-assemblies	896		201
Finished goods	510		101

Total	$	2,368	$	601

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following on December 31, 2021 and 2020 (in thousands):


	December 31,
	2021		2020
Machinery and equipment	$	2,589	$	1,315
Computer hardware and software	29		6
Leasehold improvements	95		32
Construction in progress	1,536		102
Total	4,249		1,455
Less: Accumulated depreciation and amortization	(793)		(766)
Total property and equipment, net	$	3,456	$	689

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes the estimated future amortization expense of the intangible assets (in thousands):


Years ending December 31:
2022	$	515
2023	515
2024	510
2025	478
2026	103
Thereafter	276
Total	$	2,397

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lease, Cost

The components of lease cost under ASC 842 are as follows (in thousands):


	December 31,
	2021		2020
Lease costs
Finance lease cost:
Payment of finance lease liability	$	81	$	107
Interest on lease liabilities	9		17
Amortization of right-of-use asset	666		591
Variable lease cost	475		350
Total lease cost	$	1,231	$	1,065

Supplemental disclosure of cash flow information related to leases are as follows (in thousands):


	December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,031	$	826
Operating cash flows from finance leases	$	9	$	17
Financing cash flows from finance leases	$	81	$	107

The weighted-average remaining lease term and discount rate were as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Finance leases	1.0 years		1.8 years
Operating leases	3.9 years		4.1 years
Weighted-average discount rate
Finance leases	7.7	%	7.9	%
Operating leases	8.5	%	8.9	%

Lessee, Operating Lease, Liability, Maturity

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating		Finance
2022	$	1,310	$	85
2023	388		—
2024	323		—
2025	333		—
2026	343		—
Thereafter	307		—
Total future minimum lease payments	3,004		85
Less: imputed interest	(454)		(4)
Present value of operating lease liability	$	2,550	$	81

Less: current portion of lease liability	$	(1,156)	$	(81)
Non-current portion of lease liability	$	1,394	$	—

Finance Lease, Liability, Fiscal Year Maturity

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating		Finance
2022	$	1,310	$	85
2023	388		—
2024	323		—
2025	333		—
2026	343		—
Thereafter	307		—
Total future minimum lease payments	3,004		85
Less: imputed interest	(454)		(4)
Present value of operating lease liability	$	2,550	$	81

Less: current portion of lease liability	$	(1,156)	$	(81)
Non-current portion of lease liability	$	1,394	$	—

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments


	December 31,
	2021		2020
Principal amount of loans payable	$	15,000	$	5,000
Less: Current portion of loans payable	(603)		(1,333)
Loans payable, net of current portion	14,397		3,667
Accrued Interest	94		90
Final debt payment liability	400		287
Debt discount and financing costs, net of accretion	(803)		(691)
Loans payable, net of discount and current portion	$	14,088	$	3,353

Schedule of Maturities of Long-term Debt

As of December 31, 2021, the estimated future principal payments due were as follows:


Estimated future principal payments due
2022	$	—
2023	7,500
2024	7,500
Total	$	15,000

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the years ended December 31, 2021 and 2020 are as follows:


	Number of options	Weighted average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Balances at December 31, 2019	705,548	$	0.55	9.5	$	117
Options granted	303,065	0.72
Options exercised	(23,957)	0.49
Options cancelled	(224,497)	0.64
Balances at December 31, 2020	760,159	$	0.60	8.7	$	2,884
Options granted	2,340,264	6.83
Options exercised	(296,160)	0.59
Options cancelled	(253,279)	2.86
Balances at December 31, 2021	2,550,984	$	6.09	9.1	$	12,417
Vested and expected to vest at December 31, 2021	1,919,893	$	5.83	9.1	$	9,828
Vested and expected to vest at December 31, 2020	760,159	$	0.60	8.7	$	2,884
Exercisable at December 31, 2021	234,967	$	2.09	8.2	$	2,048
Exercisable at December 31, 2020	256,888	$	0.56	8.5	$	988

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

The calculated value of option grants during the years ended on December 31, 2021 and 2020 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	Year Ended December 31,
	2021		2020
Risk free interest rate	1.2	%	1.1	%
Expected dividend yield	—	%	—	%
Expected term (in years)	6.4 years		6.1 years
Expected volatility	39.9	%	36.4	%

Share-based Payment Arrangement, Expensed and Capitalized, Amount

Stock-based compensation expense related to stock options was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	25	$	13
Sales and marketing	93		5
General and administrative	929		25
Total	$	1,047	$	43

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The domestic and foreign components of pre-tax loss for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Domestic	$	(39,026)	$	(18,011)
Foreign	81		1
Total	$	(38,945)	$	(18,010)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2021		2020
Federal statutory income (benefit) tax rate	(21.0)	%	(21.0)	%
State income taxes, net of federal benefit	(3.7)		(4.9)
Change in valuation allowance	23.7		27.2
Permanent items	1.2		1.2
Tax credits	(0.2)		(2.5)
Effective income tax rate	—	%	—	%

Schedule of Deferred Tax Assets and Liabilities

The components of our deferred tax assets and liabilities on December 31, 2021 and 2020 consisted of (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	15,555	$	7,045
Research and development tax credit carryforwards	915		865
Stock based compensation	168		—
Accruals and other	666		303
	17,304		8,213
Valuation Allowance	(16,749)		(7,554)
Total deferred tax assets	555		659
Deferred tax liabilities:
Fixed assets	(62)		(80)
Intangibles	(493)		(579)
Total deferred tax liabilities	(555)		(659)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2021 and 2020 (in thousands):


Balance as of December 31, 2019	$	74
Increase of unrecognized tax benefits taken in prior years	—
Increase of unrecognized tax benefits taken in current year	242
Balance as of December 31, 2020	316
Increase of unrecognized tax benefits taken in prior years	(36)
Increase of unrecognized tax benefits taken in current year	58
Balance as of December 31, 2021	$	338

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts:):


	Year Ended December 31,
	2021		2020
Numerator:
Net loss	$	(38,958)	$	(18,010)
Net loss attributable to common stockholders	$	(38,958)	$	(18,010)
Denominator:
Weighted average common stock outstanding - basic and diluted	18,222,495		5,001,538
Net loss per share attributable to common stockholders - basic and diluted	$	(2.14)	$	(3.60)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Year Ended December 31,
	2021	2020
Series Z convertible preferred stock (as converted to common stock)	—	2,500,000
Series A convertible preferred stock (as converted to common stock)	—	7,599,274
Series A-1 convertible preferred stock (as converted to common stock)	—	4,980,055
Warrants to purchase common stock	—	1,081,745
Warrants to purchase Series A-1 convertible preferred stock (as converted to common stock)	—	154,022
Stock options to purchase common stock	2,550,984	760,159
Total	2,550,984	17,075,255

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed in connection with the Eton acquisition were recorded at their fair values on the date of acquisition as follows (in thousands):


Cash	$	393
Accounts receivable	664
Inventory	305
Other current assets	79
Property and equipment, net	1,388
Other long-term assets	28
Goodwill	10,833
Intangible assets	530
Accounts payable, accrued employee expenses and other accrued liabilities	(389)
Deferred revenue, current portion	(252)
Total purchase consideration	$	13,579
Less: Acquired cash	(393)
Purchase of Eton, net of cash acquired	13,186

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the amounts allocated to the intangible assets identified and the estimated useful lives of those intangible assets as of the date of acquisition (in thousands):


	Fair value		Useful life (in years)
Trade name	$	80	3
Customer relationships	420		15
Non-competition agreements	30		3
Total intangible assets acquired	$	530

Business Acquisition, Pro Forma Information

This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2020, or any other date (in thousands).


	Year Ended December 31,
	2021		2020
Pro forma revenue	$	17,094	$	12,104
Pro forma net loss	$	(38,228)	$	(17,616)

Organization and Operations (Details) - USD ($)				1 Months Ended	12 Months Ended
Organization and Operations (Details) - USD ($)	Nov. 18, 2021	Jun. 30, 2021	Jun. 18, 2021	Jun. 30, 2021	Dec. 31, 2021	Mar. 08, 2019
Eton
Subsidiary, Sale of Stock [Line Items]
Payments to acquire businesses	$ 13,600,000
Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)		51,409	119,315	51,409	15,079,329
Conversion of Temporary Equity \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)			15,079,329
Conversion of Warrants \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)			1,201,059
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)			7,666,664
Aggregate gross proceeds			$ 122,700,000
Net proceeds			$ 112,500,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)			999,999
SGI-DNA, Inc.
Subsidiary, Sale of Stock [Line Items]
Non-recourse promissory note						$ 10,000,000

Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Largest Customer - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk (as a percent)	14.00%	21.00%
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk (as a percent)	11.00%	23.00%

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 82,806,000	$ 13,463,000
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 79,900,000	$ 0

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for bad debts	$ 0	$ 105,000

Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset		$ 0	$ 73,000
Impairment, Long-Lived Asset, Held-for-Use			0
Trade name
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset	$ 100,000	$ 0	$ 100,000

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Deferred offering costs	$ 0.9	$ 0.0

Summary of Significant Accounting Policies - Changes in Deferred Revenue for Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Standard product warranty period (in months)	12 months
Extended product warranty period (in months)	24 months
Change In Contract With Customer Liability [Roll Forward]
Beginning balance	$ 257	$ 145
Warranty revenue deferred	487	404
Warranty revenue recognized	(389)	(292)
Ending balance	$ 355	$ 257

Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	$ 205	$ 606
Deferred revenue, net of current portion	150	40
Total deferred warranty revenue	355	257	$ 145
Warranty Service
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	205	217
Deferred revenue, net of current portion	150	40
Total deferred warranty revenue	$ 355	$ 257

Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Advertising and promotional expenses	$ 0.9	$ 0.8

Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Sep. 05, 2019
Contingent Put Option
Liabilities
Derivative liability	$ 100
Success Fee
Liabilities
Derivative liability	800	$ 500	$ 800
Fair Value, Recurring
Assets
Total	79,893
Liabilities
Total	108	1,533
Fair Value, Recurring \| Participation Rights
Liabilities
Derivative liability		420
Fair Value, Recurring \| Warrant
Liabilities
Derivative liability		594
Fair Value, Recurring \| Contingent Put Option
Liabilities
Derivative liability	108	51
Fair Value, Recurring \| Success Fee
Liabilities
Derivative liability		468
Fair Value, Recurring \| Money market funds
Assets
Money market funds	79,893
Fair Value, Recurring \| Level 1
Assets
Total	79,893
Liabilities
Total	0	0
Fair Value, Recurring \| Level 1 \| Participation Rights
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 1 \| Warrant
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 1 \| Contingent Put Option
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 1 \| Success Fee
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 1 \| Money market funds
Assets
Money market funds	79,893
Fair Value, Recurring \| Level 2
Assets
Total	0
Liabilities
Total	0	0
Fair Value, Recurring \| Level 2 \| Participation Rights
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 2 \| Warrant
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 2 \| Contingent Put Option
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 2 \| Success Fee
Liabilities
Derivative liability		0
Fair Value, Recurring \| Level 2 \| Money market funds
Assets
Money market funds	0
Fair Value, Recurring \| Level 3
Assets
Total	0
Liabilities
Total	108	1,533
Fair Value, Recurring \| Level 3 \| Participation Rights
Liabilities
Derivative liability		420
Fair Value, Recurring \| Level 3 \| Warrant
Liabilities
Derivative liability		594
Fair Value, Recurring \| Level 3 \| Contingent Put Option
Liabilities
Derivative liability	108	51
Fair Value, Recurring \| Level 3 \| Success Fee
Liabilities
Derivative liability		$ 468
Fair Value, Recurring \| Level 3 \| Money market funds
Assets
Money market funds	$ 0

Fair Value Measurement - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Jun. 30, 2021 shares	Jun. 18, 2021 shares	Jun. 30, 2021 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares	Sep. 05, 2019 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative liabilities				$ 1,521	$ 880
Success Fee
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability				$ 800	$ 500	$ 800
Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Shares issued for warrant exercises (in shares) \| shares	51,409	119,315	51,409	15,079,329
Market rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative measurement input				0.0424	0.0723
Default rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative measurement input				0.21	0.39
Participation Rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage right				3.00%
Warrants liability				$ 0	$ 400
Participation Rights \| Success probability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input					0.70
Participation Rights \| Sale price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input					20,000
Preferred Stock Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of Series A-1 convertible preferred stock warrant (in dollars per share) \| $ / shares					$ 3.87
Preferred Stock Warrants \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input				0.001
Preferred Stock Warrants \| Expected term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input				2
Preferred Stock Warrants \| Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input				0.836
Preferred Stock Warrants \| Expected dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input				0
Fair Value, Recurring \| Success Fee
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability					$ 468

Fair Value Measurement - Roll forward of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Participation Rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	$ 0	$ 420	$ 0
Change in fair value	(30)	420
Extinguishment of liability	(390)
Issuance of liability	0
Transfer out of Level 3 to Level 1	0
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	0	594	169
Change in fair value	1,854	425
Extinguishment of liability	(2,770)
Issuance of liability	322
Transfer out of Level 3 to Level 1	0
Contingent Put Option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	108	51	106
Change in fair value	(195)	(55)
Extinguishment of liability	(51)
Issuance of liability	303
Transfer out of Level 3 to Level 1	0
Success Fee
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	0	468	$ 379
Change in fair value	282	$ 89
Extinguishment of liability	0
Issuance of liability	0
Transfer out of Level 3 to Level 1	$ (750)

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 962	$ 299
Work in process and sub-assemblies	896	201
Finished goods	510	101
Total	$ 2,368	$ 601

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 4,249	$ 1,455
Less: Accumulated depreciation and amortization	(793)	(766)
Total property and equipment, net	3,456	689
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	2,589	1,315
Computer hardware and software
Property, Plant and Equipment [Line Items]
Total	29	6
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	95	32
Construction in progress
Property, Plant and Equipment [Line Items]
Total	$ 1,536	$ 102

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 450	$ 403

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)		1 Months Ended	12 Months Ended
	Nov. 18, 2021	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 08, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill			$ 14,330,000	$ 3,497,000
Goodwill, impairment			0	0
Finite-Lived Intangible Assets [Line Items]
Goodwill			14,330,000	3,497,000
Impairment of intangible asset			0	73,000
Amortization expense			458,000	463,000
Technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 3,200,000
Useful life (in years)			7 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 100,000
Useful life (in years)			3 years
Impairment of intangible asset		$ 100,000	$ 0	$ 100,000
Eton
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 10,833,000				$ 14,300,000
Finite-Lived Intangible Assets [Line Items]
Goodwill	10,833,000				$ 14,300,000
Total intangible assets acquired	$ 530,000
Eton \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	3 years
Eton \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	15 years
Eton \| Trade name
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	3 years
Total intangible assets acquired	$ 80,000

Goodwill and Other Intangible Assets - Schedule of Amortization Expense (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 515
2023	515
2024	510
2025	478
2026	103
Thereafter	276
Total	$ 2,397

Leases - Narrative (Details)	1 Months Ended	12 Months Ended
Leases - Narrative (Details)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) lease	Nov. 18, 2021 lease
Leases [Abstract]
Number of outstanding leases \| lease		7
Lessee, Lease, Description [Line Items]
Number of outstanding leases \| lease		7
Payments to be excluded		$ 45,100,000
Term of contract (in years)		10 years
Eton
Leases [Abstract]
Number of outstanding leases \| lease			5
Lessee, Lease, Description [Line Items]
Number of outstanding leases \| lease			5
10431 Wateridge Circle
Lessee, Lease, Description [Line Items]
Renovation price per unit (in USD per square foot)	$ 185.00
Renovation price	12,300,000
Additional allowance, up to (in USD per square foot)	10.00
Additional allowance, up to	700,000
Annual Lease Payments	$ 3,900,000
Annual rent increase (as a percent)	3.00%
Options to extend		one
Extension (in years)		5 years
Term of contract (in years)		10 years 3 months 18 days
Minimum
Lessee, Lease, Description [Line Items]
Term of leases (in months)		9 months
Maximum
Lessee, Lease, Description [Line Items]
Term of leases (in months)		70 months

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finance lease cost:
Payment of finance lease liability	$ 81	$ 107
Interest on lease liabilities	9	17
Amortization of right-of-use asset	666	591
Variable lease cost	475	350
Total lease cost	$ 1,231	$ 1,065

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows from operating leases	$ 1,031	$ 826
Operating cash flows from finance leases	9	17
Financing cash flows from finance leases	$ 81	$ 107

Leases - Weighted-Average Lease Terms and Interest Rates (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Finance leases, weighted average remaining lease term (in years)	1 year	1 year 9 months 18 days
Operating leases, weighted average remaining lease term (in years)	3 years 10 months 24 days	4 years 1 month 6 days
Finance leases, weighted average discount rate (as a percent)	7.70%	7.90%
Operating leases, weighted average discount rate (as a percent)	8.50%	8.90%

Leases - Minimum Future Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating
2022	$ 1,310
2023	388
2024	323
2025	333
2026	343
Thereafter	307
Total future minimum lease payments	3,004
Less: imputed interest	(454)
Present value of operating lease liability	2,550
Less: current portion of lease liability	(1,156)	$ (693)
Non-current portion of lease liability	1,394	2,776
Finance
2022	85
2023	0
2024	0
2025	0
2026	0
Thereafter	0
Total future minimum lease payments	85
Less: imputed interest	(4)
Present value of operating lease liability	81
Finance lease liability, current portion	(81)	(90)
Non-current portion of lease liability	$ 0	$ 81

Notes Payable - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Principal amount	$ 15,000	$ 5,000
Less: Current portion of loans payable	(603)	(1,333)
Loans payable, net of current portion	14,397	3,667
Accrued Interest	94	90
Final debt payment liability	400	287
Debt discount and financing costs, net of accretion	(803)	(691)
Loans payable, net of discount and current portion	$ 14,088	$ 3,353

Notes Payable - Narrative (Details) - USD ($)					1 Months Ended	12 Months Ended
Notes Payable - Narrative (Details) - USD ($)	Jun. 30, 2021	Jun. 18, 2021	Mar. 04, 2021	Sep. 05, 2019	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 05, 2021
Debt Instrument [Line Items]
Loss on debt extinguishment						$ 618,000	$ 0
Final debt payment						400,000	287,000
Minimum cash balance			$ 55,000,000
Success Fee
Debt Instrument [Line Items]
Derivative liability				$ 800,000		800,000	$ 500,000
Contingent Put Option
Debt Instrument [Line Items]
Derivative liability						$ 100,000
Common Stock
Debt Instrument [Line Items]
Shares issued for warrant exercises (in shares)	51,409	119,315			51,409	15,079,329
Preferred Warrant
Debt Instrument [Line Items]
Value of securities called by warrants			$ 200,000
Percent of advanced principal			1.50%
Line of Credit \| Secured Debt \| 2019 Loan and Security Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt				5,000,000
Loss on debt extinguishment				$ 600,000
Stated percentage rate (as a percent)				8.79%
Line of Credit \| Secured Debt \| 2019 Loan and Security Agreement \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate				6.38%
Line of Credit \| Secured Debt \| 2021 Loan Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt			$ 15,000,000
Stated percentage rate (as a percent)			7.25%
Interest rate at period end (as a percent)						10.15%		7.25%
Debt extension term			1 year
Minimum revenue threshold			$ 4,000,000
Extension threshold period			3 months
Interest-only payments, minimum revenue threshold			$ 4,000,000
Final debt payment			400,000
Third-party indebtedness right threshold			$ 500,000
Debt default rate (as a percent)			5.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Prepayment fee, percentage			3.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Prepayment fee, percentage			2.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Prepayment fee, percentage			1.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			4.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement, Second Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 5,000,000

Notes Payable - Schedule of Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 0
2023	7,500
2024	7,500
Principal amount	$ 15,000	$ 5,000

Stockholders' Equity (Details) - USD ($) $ in Millions			1 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Jun. 30, 2021	Jun. 18, 2021	Jun. 30, 2021	Dec. 31, 2021
Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)	51,409	119,315	51,409	15,079,329
Conversion of Temporary Equity \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)		15,079,329
Conversion of Warrants \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)		1,201,059
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)		7,666,664
Aggregate gross proceeds		$ 122.7
Net proceeds		$ 112.5
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)		999,999

Stock-Based Compensation - Narrative (Details) - USD ($)		12 Months Ended
	Jun. 18, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense		$ 1,100,000	$ 43,000
Income tax benefit		$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued (in shares)		29,318,578	5,023,957
Stock-based compensation expense		$ 1,100,000	$ 43,000
Options granted (in shares)		2,340,264	303,065
Weighted average grant date fair value (in USD per share)		$ 4.05	$ 0.26
Unrecognized compensation expense		$ 5,600,000
Period for recognition (in years)		3 years 4 months 24 days
2019 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)		5,544,187
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		6,000,000
Expiration period (in years)		10 days
2021 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		3,350,226		3,500,000
Number of additional shares allowable under the plan (in shares)		5,250,000
Percentage of outstanding shares		5.00%
2021 Stock Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		2,459,970
Stock options
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense		$ 1,047,000	$ 43,000
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock at least (as a percent)		100.00%
Stock-based compensation expense		$ 1,047,000	$ 43,000
Stock options \| Over 10% Shareholder
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock at least (as a percent)		110.00%
Nonstatutory Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock at least (as a percent)		100.00%
ESPP
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense		$ 39,000
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	350,000	350,000
Number of additional shares allowable under the plan (in shares)	1,050,000
Percentage of outstanding shares	1.00%
Purchase price of common stock at least (as a percent)		85.00%
Shares issued under ESPP (in shares)		0
Stock-based compensation expense		$ 39,000

Stock-Based Compensation - Stock Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of options
Outstanding at beginning of the period (in shares)	760,159	705,548
Options granted (in shares)	2,340,264	303,065
Options exercised (in shares)	(296,160)	(23,957)
Options cancelled (in shares)	(253,279)	(224,497)
Outstanding at end of the period (in shares)	2,550,984	760,159	705,548
Vested and expected to vest (in shares)	1,919,893	760,159
Exercisable (in shares)	234,967	256,888
Weighted average exercise price
Outstanding at beginning of period (in USD per share)	$ 0.60	$ 0.55
Options granted (in USD per share)	6.83	0.72
Options exercised (in USD per share)	0.59	0.49
Options cancelled (in USD per share)	2.86	0.64
Outstanding at end of period (in USD per share)	6.09	0.60	$ 0.55
Vested and expected to vest (in USD per share)	5.83	0.60
Exercisable (in USD per share)	$ 2.09	$ 0.56
Weighted average remaining contractual term (in years)
Outstanding (in years)	9 years 1 month 6 days	8 years 8 months 12 days	9 years 6 months
Vested and expected to vest (in years)	9 years 1 month 6 days	8 years 8 months 12 days
Exercisable (in years)	8 years 2 months 12 days	8 years 6 months
Aggregate intrinsic value (in thousands)
Outstanding	$ 12,417	$ 2,884	$ 117
Vested and expected to vest	9,828	2,884
Exercisable	$ 2,048	$ 988

Stock-Based Compensation - Fair Value Assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.20%	1.10%
Expected dividend yield	0.00%	0.00%
Expected term (in years)	6 years 4 months 24 days	6 years 1 month 6 days
Expected volatility	39.90%	36.40%

Stock-Based Compensation - Classification of Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,100	$ 43
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,047	43
Research and development \| Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	25	13
Sales and marketing \| Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	93	5
General and administrative \| Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 929	$ 25

Income Taxes - Domestic and Foreign Pre-Tax Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (39,026)	$ (18,011)
Foreign	81	1
Total	$ (38,945)	$ (18,010)

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Increase in valuation allowance	$ 9,200,000	$ 4,900,000
Operating Loss Carryforwards [Line Items]
Current federal and state income tax expense	0	0
Deferred federal and state income tax expense	0	0
Research and development
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	600,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	62,100,000	28,400,000
Operating loss carryforward not subject to expiration	60,800,000
Operating loss carryforward subject to expiration	1,300,000
Federal \| Research and development
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	700,000
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	38,500,000	$ 15,900,000
Operating loss carryforward subject to expiration	$ 38,500,000

Income Taxes - Reconciliation of the Federal Statutory Income Tax (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory income (benefit) tax rate	(21.00%)	(21.00%)
State income taxes, net of federal benefit	(3.70%)	(4.90%)
Change in valuation allowance	23.70%	27.20%
Permanent items	1.20%	1.20%
Tax credits	(0.20%)	(2.50%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 15,555	$ 7,045
Research and development tax credit carryforwards	915	865
Stock based compensation	168	0
Accruals and other	666	303
Gross deferred tax assets	17,304	8,213
Valuation Allowance	(16,749)	(7,554)
Total deferred tax assets	555	659
Deferred tax liabilities:
Fixed assets	(62)	(80)
Intangibles	(493)	(579)
Total deferred tax liabilities	(555)	(659)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 316	$ 74
Increase of unrecognized tax benefits taken in prior years	(36)	0
Increase of unrecognized tax benefits taken in current year	58	242
Balance at ending of period	$ 338	$ 316

Commitment and Contingencies (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Sep. 05, 2019
Success Fee
Derivative [Line Items]
Derivative liability	$ 800	$ 500	$ 800

Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (38,958)	$ (18,010)
Net loss attributable to common stockholders	$ (38,958)	$ (18,010)
Denominator:
Weighted average common stock outstanding - basic (in shares)	18,222,495	5,001,538
Weighted average common stock outstanding - diluted (in shares)	18,222,495	5,001,538
Net loss per share attributable to common stockholders - basic (in USD per share)	$ (2.14)	$ (3.60)
Net loss per share attributable to common stockholders - diluted (in USD per share)	$ (2.14)	$ (3.60)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,550,984	17,075,255
Equity Unit Purchase Agreements \| Series Z Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	2,500,000
Equity Unit Purchase Agreements \| Series A Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	7,599,274
Equity Unit Purchase Agreements \| Series A-1 Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	4,980,055
Warrant \| Common Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	1,081,745
Warrant \| Series A-1 Convertible Preferred Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	154,022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,550,984	760,159

Acquisitions - Narrative (Details) - Eton - USD ($) $ in Thousands		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire businesses	$ 13,600
Acquisition-related costs	$ 300
Revenue		$ 500
Net loss		$ 200

Acquisition - Assets and Liabilities (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 08, 2019
Business Acquisition [Line Items]
Goodwill		$ 14,330	$ 3,497
Purchase of Eton, net of cash acquired		$ 13,186	$ 0
Eton
Business Acquisition [Line Items]
Cash	$ 393
Accounts receivable	664
Inventory	305
Other current assets	79
Property and equipment, net	1,388
Other long-term assets	28
Goodwill	10,833			$ 14,300
Intangible assets	530
Accounts payable, accrued employee expenses and other accrued liabilities	(389)
Deferred revenue, current portion	(252)
Total purchase consideration	13,579
Less: Acquired cash	(393)
Purchase of Eton, net of cash acquired	$ 13,186

Acquisition - Intangible Assets (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2021
Trade name
Business Acquisition [Line Items]
Useful life (in years)		3 years
Eton
Business Acquisition [Line Items]
Total intangible assets acquired	$ 530
Eton \| Trade name
Business Acquisition [Line Items]
Total intangible assets acquired	$ 80
Useful life (in years)	3 years
Eton \| Customer relationships
Business Acquisition [Line Items]
Total intangible assets acquired	$ 420
Useful life (in years)	15 years
Eton \| Non-competition agreements
Business Acquisition [Line Items]
Total intangible assets acquired	$ 30
Useful life (in years)	3 years

Acquisition - Pro Forma Information (Details) - Eton - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Pro forma revenue	$ 17,094	$ 12,104
Pro forma net loss	$ (38,228)	$ (17,616)

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Contribution costs	$ 0	$ 0

Collaboration (Details) - USD ($) $ in Thousands	12 Months Ended
Collaboration (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	$ 355	$ 257	$ 145
Total revenue	11,043	$ 6,576
License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenue	200
Pfizer \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	8,000
Additional amounts to be received	10,000
Pfizer \| Clinical \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	20,000
Pfizer \| Clinical \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	55,000
Pfizer \| Sales Milestones \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	60,000
Pfizer \| Sales Milestones \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	180,000
Pfizer \| Material Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	300
Pfizer \| Research
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	$ 7,700

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Payments to related parties	$ 0.3	$ 0.2